Delusions
by turtlethewriter
Summary: The Doctor has always thought that, since the Time War, he was alone in the Universe as the last of the Time Lords. Now, he's found out that he's not the last one, but perhaps he shouldn't be too happy about that. Being stuck with a mysterious, moody Time Lady isn't exactly ideal, considering she might be the greatest danger to his sanity. Can he guide her out of the dark?
1. Chapter 1

Every now and then, impossible things happen. Well, when I say impossible, I mean improbable, but not impossible, because they happen. But, anyway, we call them miracles. Maybe you would consider your parents suddenly giving you a car a miracle. No, that's just unlikely. If it happened, it wouldn't be considered a miracle, just a bit strange. A miracle would be, say, your dead dog coming back to life, or for a meteor heading for your planet to suddenly veer off course at the last second, leaving your species alive.

Miracles don't happen very often. Often, they're fictional things considered impossible, not improbable. Such as your dead dog coming back to life. Sorry, Fido won't be coming back any time soon. If you want to somehow wake up tomorrow morning and discover that you are suddenly a pot of petunias, it won't happen. Unless you have a wizard or Douglas Adams' "Improbability Drive" around your home.

However, sometimes miracles do happen. As I've said, they're rare, but when they do happen, they're the most wonderful things in the universe. I haven't seen one, but sure, I'll consider some things miracles.

Of course, I'm just a normal human being, here to write about something. What do I know about miracles? I don't know anything about miracles, but the people I'm going to write about have a very good idea what miracles are and what they do.

Now, these two people aren't exactly... people. I mean, yes, they're _people_, but they're not quite what you and I would consider people. Does that make sense? Probably not. They're not human, is what I'm trying to get at. Anyway.

This is the story of two very important beings, the most important beings in the Universe, actually. They're not human, but they aspire to be. Why, I don't know. They seem to think we're one of the most beautiful races in our universe, even though we cause so much bloodshed, now, in the past, and in the future. Maybe it's because these two have committed more genocide than the human race has, even though we had the Holocaust.

Anyway, it starts with the woman. Be warned, she's not exactly as she seems. I wouldn't get on her side quite yet.

"Jack!"

"What?!"

"Am I ginger?"

"Why are you asking at a time like this?"

"Priorities!"

"And _that__'__s_a priority?!"

"Oh, right. Daleks."

"Yeah, no duh!" Captain Jack Harkness led various civilians into the underground hideout, on a planet called XMI-1. It hadn't been named yet, and people were just beginning to settle on it. Most of them were humans, the overspill from the over-colonized planet Earth. A woman sat by a large console with far too many buttons and knobs and a huge screen above it. Wires spilled out from underneath with the woman taking them apart and putting them together differently, cutting her fingers accidentally every now and then.

"Ahh," she muttered, sucking on a bloody finger.

"What's the matter?" Jack asked, concerned that something was wrong with her regeneration.

"Oh, nothing, just cut my finger. I wish I had my sonic," she grumbled, continuing to rewire the console.

"Well, Professor, please don't get distracted again. I still don't know if you _are_the Professor," Jack remarked, continuing to help people through the door, ignoring their sobs and shouts, eyeing the brunette behind the console.

"Yeah, yeah, yeah, just wait until I get the Daleks, okay?" She pleaded, casting a look over to her companion, a silent promise in her eyes that she'd explain everything. Jack nodded, leaning down to help an injured woman through the door. The nearly unconscious woman thanked him, looked up at his face, and promptly fainted at being so close to such an attractive man.

"Why can't I have that effect on _you__?_" Jack inquired, only half joking.

"One, I'm a Time Lady, two, you're immortal," the Professor replied, not even looking up when the woman fainted. It was a normal occurrence around Jack.

"And what does that imply?"

"That being around you generally doesn't affect me as much as it does others. Though," she paused, "I will admit, sometimes I feel incredibly attracted to you, mainly when you show compassion for others."

Jack was, of course, mildly confused as to why she was being this honest with him. Her previous incarnation, a blonde, had been sarcastic and rude half the time, and rarely showed much emotion. This one, however, seemed to be a lot kinder than the previous. Maybe it was the hair.

"Are you being nice to me?" He asked, genuinely surprised.

"Yes, and I won't make a habit of it," she responded, winking at him.

"Do I beat the Doctor, then?"

"Nope," she said, "he generally wins out of everything, even if he won't take down his bloody mental barriers so he can realize he's not the only one left."

Still, more people entered the hideout, some injured, some unscathed, when, suddenly, two people positively _skipped_in.

"Did somebody say, 'the Doctor'?" The man asked, his hair mimicking his personality, upbeat and crazy. He straightened his tie, the blonde woman by his side rolling her eyes, self-consciously tugging at her blue jumper.

"Must you be _so_smug?" She asked, smirking at him. He winked at her, silently answering that, yes, he must.

"Yes, that was me," the Professor said, raising a hand absently. "And yes, that's exactly who I need, _the_Doctor, not some random medical person. Medical person?" She paused, looking up from her work, staring at the inoperative screen in front of her. "Did I really just say that?"

"Professor, priorities," Jack reminded her, drawing attention to himself. The blonde woman's eyes widened, while the man grimaced.

"Oh, right, sorry, Time Lady, my mind's a bit frazzled from the whole, er, regeneration... thing." She stopped what she was doing, staring at the wires. "What the hell was I doing again? Right, Daleks. See, that's why I need the Doctor, because apparently this regeneration..." she cut her finger again. "Oh, bloody hell. Apparently this regeneration can't work with anything related to technology because I _**haven**__**'**__**t**__**got**__**a**__**sonic**__**screwdriver**__**!**_" She shouted, dropping the wires and running her hands through her hair in frustration.

"I've got twenty minutes, no sonic, no equipment whatsoever, no one around who knows enough to help, three thousand people to keep alive, and thousands of Daleks ready to blow us to pieces! Oh, and to add insult to injury, _I__'__m__not__ginger__!_" She kicked the console angrily, but immediately got back to work.

The Doctor gawked at her, while Rose gawked at Jack.

"Er, Jack, how are you alive?" Rose asked hesitantly, unsure if this was the Jack they had known.

"Long story, Tyler. I'll tell you later, but meanwhile I've got quite a few people to patch up," Jack replied, smiling at her before he grabbed a first aid kit and walked over to the woman who had fainted. "Will you be alright on your own, Professor?"

She waved him off with a grumble, hell bent on finishing her work. Rose, however, went to help Jack. She knew enough about the situation to realize how dangerous it was for these people, so she wanted to help, being the person she was. Plus, she wanted to leave the Doctor alone with this strange woman, because she'd heard the words "regeneration" and "Time Lady" and had known that, perhaps, the Doctor wasn't alone. She glanced back at the pair, smirking at the Doctor's stunned expression and how completely indifferent the Professor was. So, she struck up conversation with the injured people, reassuring them that everything was going to be all right.

"Ahhh, how the heck am I going to fix this?" The Professor wondered, holding up two broken wires in her hands, praying that somehow a sonic screwdriver would magically appear in front of her. And one did.

She looked up, unsure of exactly who had such a device. Then she stopped, dropped the wires, and stood up rather awkwardly.

"Doctor."

"Professor."

They stood, observing each other.

"_You_had mental barriers up, in case you're wondering why you couldn't tell I was alive," the Professor said simply, snatching the sonic and mending the wires.

"Did I?" The Doctor paused for a moment, searching his mind and discovering that, yes, he did have mental barriers up. "Oh. Sorry."

"Yeah, not my problem, yours for thinking you were alone all this time," the Professor remarked, using the sonic again to actually put the wires where she wanted them, noticing as she did so that the Doctor had kept his mental walls firmly in place. "Hmm, see, I like manual work, but using a sonic is always easier and a _lot_faster. By the way, what color is my hair?"

"Um, brown, and your eyes are kind of blue and green at the same time," he told her, squinting a bit to get a look at her eyes.

"Hmm. Okay, I can live with that. Could you help me out, here?" She asked, throwing him a pleading look. He nodded, bending down to her level, studying the mass of wires.

"Are you trying to rebuild this?" He asked, picking up a few and taking his sonic back from her to put them together.

"Yeah, and unfortunately I'm also trying to build a sort of trigger for a weapon. I mean," she paused, "I don't _want_to kill them, but I kind of have to, to keep these humans alive..." she stared at her hands for a moment before shaking her head. "I don't even know who I am yet and I'm already killing Daleks."

She sighed, but continued. The Doctor noticed that her hands were shaking slightly and she looked as though she was trying to stay awake.

"Have you slept off the regeneration yet?" He asked casually, plugging in some wires. The Professor winced.

"Er, no, I haven't exactly had time, what with being shot by the Daleks and all."

"Well, when we're done here, you're coming back to the TARDIS to have a med check and get some sleep."

"And leave Jack behind?" She asked him, staring at him incredulously.

"No, of course not... I mean... Are you and him...?" He stumbled over his words, fumbling with a few extra wires. The Time Lady giggled.

"Who, Jack?" She laughed. "You think a Time Lady would fall in love with an immortal?" She grinned, plugging in the last of the wires and pushing down a large lever on the console, causing the whole thing to light up. "No, he saved my life, so I rewarded him with a few trips. Conveniently, he has a vortex manipulator. Rubbish, but it works. Besides, he's turned into a good friend of mine." She paused, and looked at him with a rather hopeful look in her eyes. "But you'd let me join you in the TAR-?"

"Yeah, you're a great wing-woman," Jack interrupted, bouncing over to them with an arm around Rose's shoulders. "She got me with three guys on the same day-"

"Right, Jack, we don't need to hear that," Rose scolded him, slapping his arm off her shoulder.

"Oy, I didn't get you with three guys on the same day, I just got you with one and he happened to be a triplet," the Professor accused, pointing a finger at Jack. "Besides, it was mostly your job. And you must be Rose Tyler!" She exclaimed, turning away from the console and holding out a hand for Rose to shake. "I'm the Professor." Rose took the hand hesitantly.

"You mean, like "the Doctor"? So you're like him?" The blonde asked, nodding her head over at the Doctor.

"Yep, Time Lady, Time Lord. Anyway, I've got to go scare some Daleks. Who wants to join me?" She grinned crazily and skipped back to the console, Jack following her. Rose, however, moved over to the Doctor.

"But... but, Doctor, I thought you said you were the only one left! You killed them, didn't you? The Time Lords? So how is _she_alive?" Rose whispered.

"I thought I was," the Doctor replied quietly, eyeing the Time Lady. "But, apparently she's still around."

"Who is she?" A woman murmured from the side, the same woman who had fainted at the sight of the captain. The Professor turned around again, this time smiling gently at the woman.

"I'm the Professor, I'm an eight-hundred and ninety-nine year old alien and I promise you, I'm gonna keep all of you safe, no matter what." With that, she pressed several buttons and flicked a few switches, glancing back for a moment.

"Doctor, I'm going to pull up a transmission with them. You might want to get out of the shot with Miss Tyler. Jack, stand behind me."

"Gotcha, Professor," Jack said, motioning for the Doctor and Rose to move to the side.

The Professor pulled down one last lever, watching as the transmission started and lit up on the screen. It showed the inside of a Dalek ship, thousands of Daleks milling around inside of it. Soon, all the eyestalks turned to the transmission that they were seeing of the Professor's face. She smiled brightly, the smile not reaching her eyes, and waved a hand.

"Hello!"

"Alert! Transmission with the Professor! Find the signal!"

"Oh, you won't be able to do that, I'm afraid. We're quite hidden," she responded, studying her nails absently. The Doctor grinned. The youngest daughter of Rassilon had quite a reputation of nonchalance.

"Pillar of calm, she is," the Doctor murmured to Rose. "She was known quite well for keeping herself relaxed in dangerous situations. Helped a lot of people stay alive."

"How can she be this calm in front of the Daleks?" Rose muttered back.

"She's not," the Doctor pointed to her hands. "Look at her hands. Her knuckles are white, and, her jaw's locked. I'm never calm in front of the Daleks. No Time Lord ever was." He fell silent as the Daleks began to speak again.

"The last daughter of the President of Gallifrey will die!" Two Daleks screamed in unison. She snorted.

"As _if_, you've already tried to kill me once. I'm afraid you'll be dying first if you don't listen to my offer."

The Daleks had been screaming as per usual, but suddenly fell silent at her words. The thousands that had been moving in the background went still. The Professor nodded in approval.

"Good. Here's my offer; find a planet, and live on it peacefully. Coexist with the rest of the universe, and I won't kill you." She looked up at them, tilting her head slightly, wondering if they would even consider it.

Thousands of lights flashed in the image as one word resonated through the speakers, suction cups waving, eyestalks spinning, one word.

"Exterminate!"

The Time Lady sighed.

"Thought not. Well, then, you should know, a group of your own betrayed you and put very, very tiny bombs in various places in your ships. I give you one last chance to reconsider..."

"The Daleks will die before we accept an offer from a Time Lord!" A Dalek screamed from the background, waving a suction cup again. The Professor raised an eyebrow.

"That's Time _Lady_to you." She punched a button and the screen turned to static as several small vibrations rocked the hideout, the sound of explosions above them. The Professor counted the explosions silently in her head, matching them with the explosives, one hand clutching the console. The Doctor moved closer to her, resting a hand on her shoulder. She blinked, turning to him with the smallest, most hidden amount of sadness in her eyes. One more blink and the sadness was hidden by a cloud of indifference, though the Doctor knew better.

And then she fainted.


	2. Chapter 2

Rose, Jack, and the Doctor sat in the TARDIS med bay, all three of them staring at the slim brunette sleeping soundly on the hospital-like bed. She had two IV's in her arms, one giving her a sedative, the other giving her medicine to stabilize the regeneration. Machines on either side of the bed gave various beeps and whistles, signifying the Time Lady's health.

After the Professor had fainted, the Doctor had helped explain everything to the refugees. Everything was fine, the Daleks were gone, and that a rescue crew was on it's way. Rose and Jack had given the last few injured humans medical care, and then they debated what to do with the unconscious Time Lady.

Jack helped pick her up to carry her to the TARDIS med bay, while Rose watched the two men carry the brunette. The Professor was light enough for one man to carry her, but the Doctor wanted to make sure she wouldn't be dropped. Rose cleared the halls of people, telling them that the Daleks were gone and it was perfectly safe to go outside, that the explosions had stopped.

The TARDIS had been parked directly under the cliff face where a secret door was, which had been lucky for Rose and the Doctor. They'd seen Daleks and immediately bumped into the door, opening it to find the large hideout.

The Doctor backed up into the door, kicking it open with his foot, bright sunlight streaming through. The only evidence of the ships ever having been there was the small layer of dust that coated the ground, some of it washing away into the nearby sea.

Refugees from the hideout crept out of a different door right next to the sea and nearly squealed in delight at the sound of waves crashing and the smell of sea air, no Daleks in sight. Those who had interacted with the Professor previously blessed her silently, hugging each other and laughing.

Meanwhile, Rose opened the TARDIS and let the other two pass through with their unconscious passenger, making their way to the med bay and dropping her gently on the bed. A small, annoyed groan left her mouth and the boys chuckled.

"So, Jack," the Doctor addressed as he hooked the Professor up to the bay, "how'd you meet the Professor?" Jack shrugged as the Doctor drew blood samples.

"Figured that'd be the first question you asked," he muttered. "Well, she popped up in Cardiff one day, literally. She popped out of the rift, right in front of me, shaking and nearly dead. She'd just regenerated before she ended up on earth, so she's lucky to be alive now. I took her to... my team, and, well, we know about aliens, so we helped her out. She stuck with us for a while, wanting to change the way things worked. We had a bit of a shock a while ago. She saw how I was and suggested I become her companion and travel with her for a while." He tapped his wrist. "She fixed my vortex manipulator, warned me that if I hit on her I'd be dead, and we traveled to other planets, causing trouble."

"Do you know who she was on Gallifrey?" The Doctor asked, wanting to know exactly how well Jack had come to know the Professor.

"Yep. Youngest daughter of the President, Rassilon. She hated her dad, still does. And for good reason. He doesn't sound like the best of guys. Apparently she had a great suggestion for ending the Time War, but her father ignored her because he wanted bloodshed."

The Doctor nodded, watching as various vitals were registered on a handheld med-scanner, as well as another scanner showing chemicals in her blood.

"Well, her vitals are all fine, but when she wakes up she's gonna have a hell of a neuron implosion," he said, now switching the sedative with adrenaline.

"Like you did?" Rose asked, leaning against the doorway.

"Yeah. Jack, could you make some tea for when she wakes up? She'll need it."

"I'm not the best at-" the Doctor glared at him. "Right, okay, fine, I'll go make some tea!" He exclaimed, backing away with his hands up. Once he was gone, Rose sat beside the Doctor and nudged him.

"So, did you know her on Gallifrey?" Rose asked with a sly grin.

"Oh, that's you humans, asking personal questions and adding innuendos," the Doctor muttered, giving Rose a slight glare, speaking again before she could backtrack. "But no, I didn't, not for a while. I'd heard of her. But she was known as "The Omniscient". That was the name her father chose for her. She changed it to "The Professor" when she realized the meaning behind her other name."

"What was the meaning?"

"Her father wanted her to be powerful, like a god. For a while, everyone wondered if she would be. But, by the time she was eight years old and in the Academy, she knew exactly what her father wanted and said no. Unlike him, she had morals. And she inspired people."

"Did you go to, er, the Academy with her?" Rose asked, now more interested.

"No, she was a few grade levels below me. I remember bumping into her in the hall once, apologizing, and getting a bright grin back with a noncommittal wave of the hand, and walking off before realizing exactly who she was," the Doctor answered, reminiscing.

"I met her again during the Time War. I was part of a conference with her father, when she stormed in, fully grown and on her third incarnation, about ready to burst with anger. She'd heard that Rassilon was taking children from their homes to train them for war, killing half of them in the process. None of us knew about it, but she was part of the underground and heard everything, which just added to her original name, 'the Omniscient'. I'd never seen anyone that angry. Her father nearly killed her but she didn't care when he tried to strangle her. She just stood there, glaring at him. I always thought she was a bit mad. But, then again, why wouldn't you be if you had a father like that?"

"Doesn't sound like he was a very good leader," Rose remarked. The Doctor laughed.

"No, he wasn't. She was, though, lead my legion on the front lines."

"Really?" Rose asked. The Doctor nodded, right as the Professor groaned.

"Oh, Jack, are you ready with the tea?" The Doctor called, directing his voice towards the kitchen.

"Yep, bringing it up now," Jack replied, entering the room, somehow managing to hold four cups of tea. He handed one to each of them, and the Doctor took a second to give it to the Professor when she woke up. She groaned again, mumbling a curse in Gallifreyan as she opened her eyes.

"Wow, that was very vulgar of you, Professor. Aren't you suppose to be the high priestess of Gallifrey?" The Doctor teased, a smug grin on his face.

"Oh, bugger off and give me the damn tea before the sodding neuron implosion starts bloody ripping my head apart again," she replied, fitting in as many curses as she could as she took the from him, sipping it carefully. Both the Doctor and Rose looked mildly surprised while Jack laughed.

"Bit moody there, sweetheart?" Jack said, wiggling his eyebrows. The Professor glared at him over the mug.

"If you call me that again I'll knock your bloody head off," she murmured, closing her eyes and taking another sip. "And then I'll take away your vortex manipulator." Jack immediately stopped teasing her.

They had spent enough time together for him to know where and when to draw the line, and this time he'd toed dangerously over the edge. To the Doctor and Rose, it was just mild teasing between friends. But Jack knew exactly why his nickname had gotten to her.

It wasn't as though she would mind it normally, or that it was offensive. The problem was that it was around a Time Lord. The Professor had known the Doctor was going to arrive on the planet the minute he set the TARDIS controls. Something in the telepathic link between Time Lords had sparked and warned her to hold it together. So she ignored the other Time Lord, only asking him for a little help and pretending she didn't know who he was the second he walked in. Jack knew that. She'd casually mentioned that the Doctor would walk in at any second, her hands shaking a little before she clenched them into fists and forced them to stop.

At first, Jack didn't understand why she seemed so emotionless when he'd told her about the Doctor being alive. Then he did. She generally wasn't comfortable showing any sort of emotion around others, especially when it may betray something she didn't necessarily want anyone to know. Eventually, she came to trust Jack a bit more, and told him exactly what was the problem with the Doctor, all the grudges she had against the Time Lord, and all the confusing emotions she had centered around someone she barely knew.

Then she'd clutched her head and burst into tears, vainly trying to suppress them, embarrassed to cry in front of her friend. He'd hugged her to his side while she rambled, first in English, and then falling to using Gallifreyan out of exhaustion. For some reason, she was like a little sister to him. And yet he didn't understand her at all. She could go from bright sunshine to stormy seas in less than a second.

Jack briefly mulled this over in his head, sending the Professor an apologetic look when she opened her eyes. She nodded to him tiredly, giving him a quick, barely visible smile that told him everything was fine. He wasn't quite used to this new version of her yet, but it was nowhere near to the surprise he'd had at seeing the Doctor, who was suddenly very attractive.

He blinked. Well, not quite compared to the Professor. Admittedly, after the things the Professor had told him and how the Doctor had left him on satellite five, he didn't like the man all that much anymore. Besides, the Professor was the one who had been able to explain what had happened and why he was immortal.

He'd asked her one day at Torchwood, when she had only recently joined up and the two were alone in the hub. She glanced at him, asking him if he really wanted to know. When he confirmed it, she sat him down on the couch and explained the whole thing with "Bad Wolf" very slowly, managing to get the technical stuff into his head as well. How she knew about Rose looking into the heart of the TARDIS, he didn't know.

That was probably the day he really came to trust her. She might have been closed off and mysterious about her emotions, but at least she told people the truth. He thought. She only lied when she knew that it was absolutely essential. And, honestly, she was better than the Doctor. He figured that if she had been in the Doctor's place on satellite five, she wouldn't have left him there.

Sometimes he'd wondered whether she should be the one to take over Torchwood. However, she never minded him being the one in control, only rarely passing him suggestions about what to do, allowing him and the other humans to get things sorted out. That often put her at the lowest ranks, but then she'd do something so technical, mind blowing, and wildly futuristic that they'd remember exactly how old she was and how much she'd done in that life span.

Now, should he leave her with the Doctor? Should he return to the team, and get Torchwood back on track? He thought, maybe, he should.

"How are you feeling, Professor?" Rose asked, shaking Jack out of his reverie as he gave himself a silent promise to ask the Professor if he should go back to Earth.

"Fine, thank you, Rose," the Professor replied, smiling at her. Rose's eyes widened slightly, remembering a question she'd had previously.

"How do you know my name?" She wondered, watching as a little smile crossed the Professor's face.

"Jack told me all about you, and I told him how you sucked the time vortex into your head and effectively made Jack immortal," the Time Lady replied, taking a sleepy sip of tea.

"And how do you know that?" The Doctor asked, slight suspicion clouding the back of his mind. The Professor shrugged, giving the Doctor a small spark of annoyance at her renowned nonchalance.

"Logic and a couple of guesses, but now I know I was right," she mumbled, returning to her tea. The Doctor blinked, and then grinned. She winked at him, still just as sly when she was tired.

Jack, though, wondered exactly when he could talk to her about the sudden issue in his mind. Obviously, the Doctor would want to keep the Professor with him in the TARDIS. But, would he want to keep Jack? Did Jack even really want to stay? Even now, the Doctor was sliding him confused and slightly disapproving glances. No, there was no way the Doctor would keep an immortal with him. Surprisingly, Jack didn't really care. The Professor had reassured him long ago that although she was mildly uncomfortable being around him, she wasn't discriminate.

And if he was honest, she was his best friend. Her opinion mattered. The Doctor was the man he had considered a friend who'd just left him there, lying in Dalek dust. His opinion didn't matter. A slight feeling of satisfaction crossed his chest, replacing the nagging worry he'd had before. Besides, he had a sort of "Doctor tracker" with him, so if he showed up and Jack felt the need to go with him, he would.

"Do you need more sleep, or can I speak with you alone?" Jack asked, locking eyes with the Professor. She put down her teacup slowly, averting his eyes for a moment.

"Well, I suppose I can talk with you, what is it?" She asked, flicking her hand for the Doctor to get out of the room. She was currently more concerned for her friend than the very obviously confused Time Lord.

"You should sleep more, Professor, it's not good for you to avoid it," the Doctor urged, pleading for her to go back to bed. He didn't know why Jack wanted to speak with her, but he wanted the newfound Time Lady to be safe.

"I'll be the judge of my own body, thank you very much. Besides, Jack's been around for a while, and it's the first time I've run into you in, what, two hundred years for me? Bugger off so I can talk to my friend, will you?" She replied, rather scathingly, holding back anger that she'd have to let out at some point. She closed her eyes for a moment, waiting for his response. The Doctor turned tail and stepped out of the room like a wounded puppy, Rose following, glancing back at the Professor and Jack with a frown before she closed the door. The Professor bit back a whispered "sorry" when the door closed.

"What are those two on about? Are they... I dunno, together?" Rose asked the Doctor quietly, his back turned to her as he moved around the console, absently flicking switches while his mind was occupied.

"What? Oh, no, no, the Professor already explained that. He's her companion, like you're mine," the Doctor responded, running a hand through his hair, looking up at Rose for a moment.

Rose stepped back in response to the look in his eyes, amazed that he could ever look that way. He seemed... wounded, or traumatized. Before she could ask him what was wrong, he turned back to the console, feverishly getting them into the vortex. For a moment, she wondered if she should comfort him, but, of course, he was never one to accept comfort. So, she sat in the comfy chair by the console and watched him work.

Meanwhile, Jack stood hesitantly in front of his friend until she patted the mattress beside her, sinking into the soft material.

"What is it, Jack?" She inquired, folding her hands in her lap. Jack looked around, avoiding her eyes for a bit. He sighed.

"You know, the Doctor's gonna ask you to stay. He probably already has," Jack began, studying the Time Lady as she nodded slowly, a shadow crossing her face as a realization struck her.

"You don't want to stay."

Jack nodded, glancing at the door to make sure the Doctor wasn't listening in. The Professor twisted her fingers in her hands, attempting to hide the pain she was feeling.

"The thing is," Jack continued, "you've helped me. A lot. After everything that happened at Torchwood, the people we lost... there's a new team that I've got to take care of. And I'd ask you to come with me, but the Oncoming Storm would protest." The Time Lady smiled ruefully as Jack took her hands in his.

"Hey, look at me," he whispered, tilting her head up. "I'll see you again. But, right now, you need to stay with him, and you need to try to forgive him for what he did. I know you can do that. You kept up with an immortal, didn't you?" She grinned at him, affectionately punching his arm.

"Well, I'm glad you've had this moment of maturity. Going back to Torchwood..." she paused. "It's a responsibility. To you, definitely. My advice, make it better, save people, and find some awesome team members." She looked down again. "I don't know if I told you before, but I stayed at Torchwood because, well, you're like my brother. You made me forget that my planet and my brother are both gone."

"You're... okay with me leaving?"

She shrugged.

"I've got to deal with my pent up anger sooner or later, might as well be sooner. Besides, you've got work to do. Could you help me stand up?"

Jack, surprised by how quick the altercation had gone, took a moment to stand up, clear his head, and pull the Professor up by her arms. She took a moment to test her legs, stepping to the door and opening it herself. Jack snorted. It was typical for her to open the door instead of waiting for someone to hold it open for her. That was, at least, something that had stuck with her through the regeneration.

The Doctor looked up from where he had been brooding on the console, watching the lean, small, sad eyed brunette walk out of the med bay with her companion. She walked directly up to him, reached into his jacket, and took out his sonic screwdriver, walking back to Jack, all the while deftly avoiding the Doctor's eyes.

"Right, Jack, this is your last trip with a vortex manipulator. Straight to Cardiff, no way back or elsewhere."

"What? Why?" Jack yelped, trying in vain to move his arm out of the Professor's viselike grip.

"Because you'd go somewhere twice. The second time to apologize. Besides, I don't want you running out on the team." She paused. "There. You'll go back to five minutes after we left." Jack stared at her.

"It's been almost three years, traveling with you. Six including... the team," he said softly. "I'm gonna miss you."

The Professor looked down and sniffled.

"I'm gonna miss you too, Jack," she mumbled, reaching up and giving him a huge hug around the middle, pressing her face against his chest. "Bloody idiot," she muttered, chuckling wetly.

"Know-it-all," Jack laughed, hugging her tighter and ruffling her hair.

"Oy!" She yelped, pulling back with a wide grin. He smiled at her as she wiped her tears away, sobering slightly.

"I'll see you again, missy," he accused, pointing at her. She grinned.

"You better."

One last grin, and Jack had hit the button, vanishing in a whirl of sparks and ozone. The Professor shook her head fondly, and turned away from the spot he had vanished. She walked over to the Doctor and handed him the sonic, right as a new one for her popped up on the console with a loud ding.

"Ooooh, remember me, do you, deary?" She murmured, picking up the new, copper colored sonic, tossing it from hand to hand. She pointed and pressed, finding it lighting up with bright purple. "Purple, love it. Thanks dear," she said, grinning and patting the console as it lit up with her praise.

"Er, sorry, but what do you mean by remembering you?" Rose asked, tilting her head at this strange woman. She merely grinned.

"Oh, she was around when I was a kid. Always had her doors unlocked in case I needed a place to hide away. She's always been smarter than most TARDISes."

"Wait... this TARDIS is..." the Doctor began, while the Professor finished it for him.

"The one TARDIS that my father didn't get rid of? Yes. I spent a lot of time running around her hallways when I was a kid. Stole her a couple of times, going off on adventures. Anyway, she's yours now."

The TARDIS let out an unexpected, exasperated sound, which made the Professor laugh.

"She says she likes me better, but she'll deal with you as long as I fix her up whenever you break her, which is a lot, according to her," she exclaimed, smiling at the console. Still, she wasn't looking at the Doctor.

She hadn't really looked at him once, and it hurt. At first he wondered if it was just the shock of the Daleks, but that couldn't have been it. She wouldn't be angry at him for that. Now Jack was gone, would she blame him for that? Or... he swallowed, watching as she walked around the console, hardly listening to her as she talked with Rose. Was she angry because of what he'd done to the Time Lords? That was the most likely, and what he'd expected. He swallowed again and composed himself, putting on a bright grin.

"Right then! Rose, where do you want to go?" He asked, moving around the console, still with his bright facade. Rose looked over at him, grinning as well.

"I think the Professor should decide, don't you?"

"Ahh, good choice, Rose. Professor, where'd you like to go?"

The Professor looked up, surprised, and caught the Doctor's eyes, finally, a slow grin forming on her face.

"Well, see, I would suggest someplace, but I do believe you promised Rose an Elvis concert." Her eyes twinkled mischievously. "And I'd rather like to see dear old Elvis again, so let's go to Sheffield, 1979."

"Sheffield it is, Doctor!" Rose exclaimed, motioning for him to get a move on. He did, the Professor following him around, flipping switches he'd missed.

Rose left the room, pulling the Professor along, insisting that they need to get changed into clothes that match the late seventies. The Professor groaned, but allowed herself to be dragged by her new, blonde friend, making her way to the wardrobe.

Once they were both changed (the Professor rather reluctantly agreeing to wear something of Rose's choosing), they arrived back in the console room with "Hit Me With Your Rhythm Stick" by Ian Dury and the Blockheads blaring out of the console.

"What do you think of this? Will it do?" Rose asked, showing the Doctor her rather short dungaree skirt, the Professor giggling beside her as the Doctor raised his eyebrows.

"In the late 1970's? You'd be better off in a bin bag."

"Don't be rude!" The Professor accused, frowning at him as he turned his attention towards her and abruptly stopped what he was doing. She was wearing very short shorts with a tunic, a belt fastened around the middle, and a light brown leather jacket on top, tied together with brown boots that stopped below her knees.

"See, that's how most people dressed in the seventies, Rose," the Doctor said, gesturing to the Professor. "Now, Sheffield! Hold on tight!" He yelled, pulling down a lever.

They all lurched forward when the TARDIS shuddered and spinned through the vortex, rocking it's passengers as if they were in an earthquake. The Doctor started whacking the console with a hammer to the beat of the music, the Professor holding on the the console, about to stop him from breaking the TARDIS when Rose shouted, "Stop!"

The TARDIS immediately came to a standstill, Rose and the Doctor collapsing to the grating floor while the Professor kept herself upright quite calmly, ignoring the crazy laughter coming from the two people rolling around on the floor.

The Doctor got up quickly, pulling Rose up with him, talking nonstop.

"1979, hell of a year!" He bounded over towards the doors, pulling on his jacket, Rose running after him with a grin, while the Professor walked over.

"China invades Vietnam..." the Doctor began, cut off by the Professor.

"The Muppet Movie! Love that film." She remarked, a small smile on her face as she pulled on her jacket as well.

"Margaret Thatcher..."

"Urgh," the Professor muttered distastefully, "I'm glad they got a woman for prime minister, but still..."

"Skylab falls to Earth, with a little help from me... nearly took off my thumb." He wiggled his thumb at the Professor, grinning as she shook her head. He steps out of the doors with Rose, glancing back at her and the Professor.

"I like my thumb. I need my thumb. I'm very attached to..." He faltered and held up his hands slowly when he looked around properly, discovering that they were surrounded by Scottish soldiers, guns raised and pointing directly at him. Rose and the Professor followed suit and raised their hands in submission.

"...my thumb," the Doctor continued. The guns clicked ominously. "Ohh.."

"1879," the Professor murmured, leaning over to Rose. "Same difference," she nodded to the Doctor. He grimaced.

"You will explain your presence. And... the nakedness of these girls," a soldier growled. Rose and the Professor looked down at themselves, the Professor groaning slightly when she realized exactly how exposed her legs were.

"Oh, are we in Scotland?" The Doctor inquired, in a very believable Scottish accent.

"How can you be ignorant of that?" The soldier accused, raising an eyebrow.

"Oh, er," the Doctor paused. "I'm dazed and confused. I've been chasing this... this wee naked child over hill and over dale," he explained out of thin air, gesturing to Rose. "In't that right, ya... timorous beastie?" The Professor then had a very strong urge to put her face in her hands.

"Ooch, aye! I've been oot and aboot!" Rose said in a far less believable Scottish accent. The Professor gnawed on the inside of her cheek.

"No, don't do that," the Doctor muttered, shaking his head.

"Hoots mon!" Rose tried again.

"No, really, don't," the Professor said weakly, not even bothering an accent.

"And you? What is your presence here?" The soldier asked, nodding to the Professor.

"Oh, I, er, may have gotten dragged into this little situation here, against my will, I'm afraid," the Professor made up wildly, again, not putting on an accent.

The soldier stared at her for a moment, before turning back to the Doctor. The Professor let out a breath of air, scolding herself for not coming up with a better cover.

"Will you identify yourself, sir?" The soldier inquired to the Doctor.

"I'm Doctor James McCrimmon. From the... Township of Balamory. Eh... I have my credentials, if I may." The Doctor gestured to his pocket. The soldier nodded his consent. All three of them lowered their hands while the Doctor fumbled in his pocket for the psychic paper. He showed it to the soldiers.

"Em, as you can see, a Doctorate from the University of Edinburgh. I trained under Doctor Bell himself." A voice from the carriage filtered over to them, lofty and leading.

"Let them approach."

The Captain was still suspicious.

"I don't think that's wise, ma'am."

"Let them approach!" The voice insisted. The Professor gestured towards the carriage, and the Captain had no choice but to lead them over. The Doctor shrugged and followed him.

"You will approach the carriage," the Captain said gruffly, "and show all due deference."

The Doctor gave him an 'aye aye, Captain' sort of signal, while the Professor saluted. Rose and the Doctor walked up to the carriage first. The Professor smiled as she realized exactly who was in the carriage. One of the footman opened the door to reveal none other than Queen Victoria.

"Rose, Doctor," the Professor said, moving forward with a smile. "Might I introduce her Majesty Queen Victoria. Empress of India and Defender of the Faith." She curtseyed elegantly. Rose followed her movement. The Doctor gave a short, slight bow, smiling at the Professor's introduction.

"Rose Tyler, ma'am. And my apologies, for being so naked," Rose laughed breathily.

"That goes for me as well, your majesty," the Professor murmured. "Charlotte McDonnell, by the way, ma'am," she smiled at the Queen.

"I've had five daughters," the Queen remarked, "It's nothing to me. But you, Doctor," she continued, turning to the Doctor. "Show me these credentials."

The Doctor held out the "credentials" obligingly, passing it to Queen Victoria. She studied it for a moment, before smiling up at the trio.

"Why didn't you state so immediately? It states clearly here that you have been appointed by the Lord Provost as my Protector!" She exclaimed, gesturing to the psychic paper.

"Does it?" The Doctor mused, jumping as the Professor nudged him subtly with her elbow, giving him a look. "Yes, it does! Good, good! Um..." he looked around, about to say something, but the Professor beat him.

"Then let me ask. Why is Your Majesty travelling by road when there's a train all the way to Aberdeen?" The Professor inquired, tilting her head slightly. Queen Victoria shared a look with the Captain.

"A tree on the line," she replied.

"An accident?" The Doctor asked. The Professor gave a light snort of disbelief, startling the Doctor into turning to look at her. She merely nodded her head to the Queen.

"I am the Queen of the United Kingdom of Great Britain and Ireland. Everything around me tends to be planned," the Queen remarked, staring at the trio, unfazed.

"An assassination attempt?" The Doctor asked, realization dawning in his voice. Rose looked from him to the Queen in disbelief.

"What, seriously? There's people out to kill ya?" She asked, incredulous. The Queen nodded.

"I'm quite used to staring down the barrel of a gun," the woman responded. Her composure was still completely unrelenting, emotionless and indifferent to the fact that her life was threatened nearly every day.

The Professor suppressed a grin. Oh, what she would give for one simple string of words to come out of that woman's mouth.

The Captain broke the silence from behind them, on his horse.

"Sir Robert MacLeish lives but ten miles hence. We'll send word ahead, he'll shelter us for tonight, then we can reach Balmoral tomorrow," he stated, glancing at the Queen. She gave a short nod.

"This Doctor and his..." she paused, looking between Rose and the Professor, "timorous beasties," the Professor grinned, "will come with us."

"Yes ma'am," the Captain agreed. "We'd better get moving; it's almost nightfall."

"Indeed. And there are stories of wolves in these parts! Fanciful tales intended to scare the children, but good for the blood, I think," Queen Victoria remarked, a small, less composed smile on her face.

Rose and the Doctor grinned at each other and went on their way, the Professor following as they plodded behind the carriage.

The Professor wrapped her arms around herself, shivering at the wind. She frowned. That wasn't supposed to happen. She didn't feel cold, did she? Time Lords weren't supposed to get cold or hot. Running over the shiver in her mind, she shrugged to herself. It was probably just an after effect of the regeneration. Still, she wrapped her arms tighter, staring down at her boots.

"It's funny though," Rose began, "'cos you say 'assassination' and you just think of Kennedy and stuff. Not her."

"1879... she's had, oh, five attempts on her life?"

"Six," the Professor interrupted quietly, still looking down. The Doctor nodded, unaware of the soft tone of her voice.

"And I'll tell you something else," he continued, grinning down at Rose. "We just met Queen Victoria!"

"I know!" Rose exclaimed, giggling.

"What a laugh!"

"She was just sitting there!"

"Like a stamp!"

The Professor smiled mildly at their antics, but buried herself further in the warm, light brown leather jacket. At that second, the Doctor turned his head to look at her and knitted his eyebrows. There was a pensive, sad frown on the Professor's face, her eyes downcast. She kicked at the grass they were walking over and grimaced as it started getting windy again.

"I want her to say," Rose paused, putting on a posh accent, "'we are not amused'. I bet you five quid I can make her say it." The Doctor turned back to Rose, putting the Professor's expression in the back of his mind.

"Well, if I gambled on that, it'd be an abuse of my privileges of traveller in time," he replied, half serious. The Professor snorted.

"Yeah, like there's been a time when you haven't abused your privileges," she muttered. The Doctor grinned, but it faded when he looked around to see the Professor still looking down. He was at least glad to see that she was more pensive than sad, now.

"...Ten quid?" Rose tried.

"Done."

**(A/N) Whoa! People actually like this! In case you were wondering about whether or not it'll follow the series, it obviously will. I'll follow it even if some episodes are a little dull to write. I might be a bit in flux with updating this story- I don't have specific days of the week where I'm sure I'll be able to post new chapters. I hope to do two or three chapters per week, more if I'm not busy. Credit for the Professor's "title" goes to LizzieXX, who very kindly allowed me to use the name (and also encouraged me to post the story). Go read her stuff! She's far better than me, and her stories and OC's are brilliant. She also does Supernatural, Sherlock, plus she's currently writing a Merlin fic, if you're interested. **

**Thank you so much for the reviews, favorites, and follows! On the Professor (AKA the Omniscient), she gets a lot more interesting as the story goes along. She seems kind of like your generic Time Lord now, doesn't she? Wait and see. She could probably beat the Master if they had the same terms of insanity...**


	3. Chapter 3

The carriage pulled into Torchwood House, one of the footmen appearing and helping Queen Victoria down. The trio that had been walking behind it stopped in relief and stood slightly away from the group.

Two men approached the Queen, one of them bowing with a "Your Majesty".

"Sir Robert," the Queen acknowledged, "My apologies for the emergency. And how is Lady Isobel?"

"She's..." Sir Robert fidgeted. "Indisposed, I'm afraid. She's gone to Edinburgh for the season. And she's taken the cook with her, the kitchens are barely stocked... I wouldn't blame Your Majesty if you wanted to ride on."

The Doctor cocked his head to one side, watching the Professor out of the corner of his eye as she did the same. A small frown flitted across her face as she recognized the same thing as the Doctor: Sir Robert would certainly rather the Queen stayed away.

"Oh, not at all! I've had quite enough carriage exercise," the Queen responded, cheerfully. "And this is..." she looked up at the house, "charming. If rustic. It's my first visit to this house. My late husband spoke of it often. The Torchwood Estate. Now, shall we go inside?" She inquired, oblivious to Sir Robert's reluctance. "And please excuse the naked girls," she added.

"Sorry," Rose and the Professor said in unison, sharing a small, embarrassed grin.

"This one, the blonde," the Doctor gestured to Rose. "She's a feral child. I bought her for sixpence in old London Town. It was her or the Elephant Man, so... And this one, followed the blonde along like a wee kitten." The Professor elbowed him hard in the ribs, making him cover up a grimace. Rose sighed.

"Thinks he's funny but I am so not amused," Rose said. The Professor rubbed the bridge of her nose in exasperation. Rose looked pointedly at the Queen. "What do you think, ma'am?" The Queen looked at her in slight surprise, indifferent to the matter.

"It hardly matters!" She replied. "Shall we proceed?" Queen Victoria asked Sir Robert. He nodded and began to make his way into the house with the others following.

"So close," Rose muttered to her companions. The Doctor grinned as the Professor shook her head.

"Makerson and Ramsey, you will escort the Property. Hurry up," the Captain directed two soldiers.

"Yes, sir," the soldiers replied in unison. One of them took a small wooden box from the carriage and carried it carefully to the house, while the Doctor looked on with interest.

"What's in there, then?" He asked.

"Property of the Crown. You will dismiss any further thoughts, sir," Captain Reynolds responded, glaring at the Doctor. The Time Lord pulled a face to a grinning Rose. "The rest of you go to the rear of the house. Assume your designated positions."

A soldier nodded and shoved another. "You heard the orders. Positions, sir." The Professor looked away from the others, glancing over her shoulder at the house with a slight shiver. It took her a moment to realize that the Doctor and Rose had already started towards the house, and she hurried after them.

Below them, where their footsteps shook the small prison, the prisoners in chains whimpered at the sound. A large cage, containing a single, small, cloak-clad man, lied in the center of the room. The man raised one finger, and a 'shushing' sound rang throughout the room.

The Professor followed the Doctor and Rose into a room rather like an observatory. An enormous telescope sitting in the middle of the room sort of gave it away. While others in the company cast an appraising eye on the telescope, the Professor stared at the bald men in the room. They seemed to be a bit too tense for her liking. Queen Victoria smiled at the telescope.

"This, I take it, is the famous Endeavour," she stated, turning to Sir Robert. He allowed himself a small smile.

"All my father's work. Built by hand in his final years. Became something of an obsession - he spent his money on this rather than caring for the house or himself," Sir Robert remarked.

The Doctor smiled, "I wish I'd met him, I like him. That thing's beautiful - can I um...?" He gestured to the telescope, tugging his earlobe slightly. Sir Robert looked surprised, but agreed nonetheless.

"Help yourself."

The Doctor stepped over with Rose, frowning when the Professor didn't follow them. So, he walked back and dragged a protesting Professor over. Rose laughed at the Professor's miffed expression as she fixed her clothes.

"I can walk, you know," she muttered, glaring at the Doctor. He just smiled and gestured for her to look at the telescope. She sighed, sending a 'help me' look to Rose. The blonde just shook her head.

"What did he model it on?" The Professor asked, crouching down to get a better look at the contraption. She glanced back at Sir Robert when he hesitated.

"I know nothing about it," he began. "To be honest, most of us thought him a little..." he paused. "Shall we say, eccentric."

The Professor chuckled while the Doctor gave a huge, dopey laugh.

"I wish now I'd spent more time with him. And listened to his stories," he glanced at the Queen. The Doctor peered through the telescope.

"It's a bit rubbish," the Doctor muttered. Rose turned to him, grinning, while the Professor covered her eyes with her hand. "How many prisms has it got?" he continued. "Way too many. The magnification's gone right over the top, that's stupid kind of a—" He paused, glancing over to his companions. "Am I being rude again?" he asked, quietly.

"A bit," the Professor answered, removing her hand from her eyes to smile at him. He returned it with fervor, then backtracked what he had been saying.

"But it's pretty! It's very..." he said quickly, "pretty." Rose patted him on the arm fondly.

"And the imagination of it should be applauded," Queen Victoria stated.

"Indeed, it should. It's a lovely piece of art, I think. It may not work well in terms of viewing the stars, but it could very well have a different purpose." She glanced at the Queen. "Your husband was very clever, your Majesty. I'm sure a friend of his wouldn't build something just to have it..." she gestured to the contraption, "stand and look pretty as it does now."

"You're very insightful, my Lady McDonnell. You must have wonderful stories to tell, and you must tell them at dinner tonight!" The Queen said, a small smile crossing her face.

"Mm! Thought you might disapprove, your Majesty. Stargazing. Isn't that a bit fanciful?" Rose asked, trying yet again to win the bet. The Queen just stared at her. "You could easily... not be amused, or something... No?"

"This device surveys the infinite work of God, though it may not be used for that, according to the Lady McDonnell."

The Doctor shook his head at Rose with a vague smile on his face, glancing at the Professor to observe the faintly uncomfortable look on her face.

"What could be finer? Sir Robert's father was an example to us all. A polymath. Steeped in astronomy and sciences, yet equally well versed in folklore and fairytales," Queen Victoria continued.

"Stars and magic," the Professor murmured, smiling.

"I like him more and more," the Doctor said, grinning at his two companions. He began wandering around the telescope, observing it more.

"Oh, my late husband enjoyed his company," the Queen said, turning to Rose. "Prince Albert acquainted himself with many rural superstitions, coming as he did from Saxe Coburg."

"That's Bavaria," the Professor whispered to Rose.

"When Albert was told about your local wolf, he was transported," Queen Victoria remarked to Sir Robert.

"So, what's this wolf, then?" The Doctor asked, sensing the Professor's curiosity piqued.

"It's just a story," Sir Robert stated.

"Then tell it," the Professor said. The Doctor frowned as he heard the slightly commanding note in her voice. Sir Robert glanced around at Father Angelo shiftily and spoke haltingly.

"Er.. It's said that-"

"Excuse me, sir," Father Angelo interrupted. "Perhaps her Majesty's party could repair to their rooms. It's almost dark."

The trio narrowed their eyes at the man, a chill running up the Professor's back as the blank, black stare flitted over her.

"Of course. Yes, of course," Sir Robert obliged, nodding.

"And then supper. And..." she paused, glancing at the other two women in the room. "Could we find some clothes for Miss Tyler and Lady McDonnell? I'm tired of nakedness."

"It's not amusing, is it?" Rose asked pointedly. Queen Victoria chose to ignore this comment and turned back to Sir Robert as the Doctor muttered something to Rose, grinning as she poked him in the chest.

"Sir Robert, your wife must've left some clothes. See to it. We shall dine at seven, and talk some more of this wolf. After all..." the Queen smiled. "There is a full moon tonight!"

"So there is, Ma'am," Sir Robert agreed, a small shake in his voice. He bowed the others out of the room.

The sun was setting over the house as Rose looked at a wardrobe, opening the door and taking out a brown dress. She held it up to herself, wrinkled her nose, and put it back immediately.

Meanwhile, the Professor stood in a room further away, eyeing an emerald green dress. She frowned and put it away, disliking the ruffled hem. She moved the dresses around, picking out a red, long dress with a corset and wide skirt. With a shrug she changed into it, all the while feeling as though something wasn't right.

Rose held a frilly blouse up to herself, laughed, and put it back. Then, finding a pretty blue dress, she twirled around a bit and set it on the bed with a nod.

The guards nearby sipped a brew, unaware of what was in it.

Rose's scream echoed a bit as she found a young maid in another wardrobe, quickly covering her mouth.

One by one, the guards keeled over, unconscious. The Monks hurried over, taking their guns.

Rose and the young maid sat on the bed, the maid speaking shakily.

"They came through the house. The incitements, they took the Steward and the Master. And my Lady," the maid said, choking up. Rose held her hand comfortingly.

"Listen, I've got a friend, he's called the Doctor. And there's a woman, the Professor. They'll know what to do. You've gotta come with me," Rose pleaded.

"Oh, but I can't, Miss."

"What's your name?"

"Flora."

"Flora, we'll be safe. There's more people arrived downstairs. Soldiers and everything, and they can help us. I promise. Come on, okay?" Rose asked, speaking softly to comfort Flora. "Come on." She took Flora's hand and led her to the door, peering out cautiously to see if the coast was clear. Leading her down the corridor, they find one of the unconscious guards.

"Oh, Miss. I did warn you!" Flora exclaimed, scared. Rose knelt and felt for a pulse.

"He's not dead, I don't think... he must be drugged or something."

Before Rose could react, Flora was grabbed from behind by Father Angelo, his hand stifling her scream. Rose is grabbed as well, dragged away with Flora, struggling. One of the Monks takes the guard away, too.

The Professor paused as she exited her room in her dress, glancing around with a frown. The hall was deserted. On a whim, she took off her boots and held them, tiptoeing soundlessly down the hall to the corner, catching a glimpse of Rose and the two others being dragged away. She covered her mouth, muffling a gasp before it could be heard and hiding behind the wall. Father Angelo turned, his blank eyes flicking up and down the hall. He shrugged, stepped over a body, and went through the door to the dining room.

"Your companion begs an apology, Doctor. Her clothing has somewhat delayed her," he lied, just as the Professor slipped through the door, moving to sit next to the Doctor, her eyes on Father Angelo the whole time.

"Oh, that's all right. Save her a wee bit of ham," the Doctor said, standing up quickly to pull out the chair for the Professor. She gave him a look, knowing that it was on instinct to do such a polite thing. The whole situation made her uncomfortable. The Queen calling her "My Lady" all the time, the politeness of people... it was a bit too similar to how people treated her on Gallifrey. And it was causing a small, buried part of her to come up again, she could feel it. She suppressed a shudder, forcing a smile and sitting down gracefully. Not only did it scare her, it made her wonder if she should have agreed to travel with the Doctor in the first place. That small part of her would no doubt put them in danger.

"The feral child could probably eat it raw!" Queen Victoria joked, eliciting a grin from the Professor.

"Very wise, Ma'am! Very witty!" Captain Reynolds laughed, exaggerating the joke.

"Slightly witty, perhaps," The Queen stared at him appraisingly. "I know you rarely get the chance to dine with me, Captain, but don't get too excited. I shall contain my wit in case I do you further injury."

"Yes, Ma'am. Sorry, Ma'am," the Captain looked down meekly. The Professor glanced around the room at the Monks, frowning.

"Besides, we're all waiting on Sir Robert! Come, Sir! You promised us a tale of nightmares," the Doctor exclaimed, grinning.

"Indeed. Since my husband's death, I find myself with more of a taste for supernatural fiction," Queen Victoria remarked.

"You must miss him," the Professor said softly, sympathizing. The Doctor turned his head sharply to look at her, observing the faraway look in her eyes.

Of course, it was well known on Gallifrey that the great daughter of Rassilon had an easily broken heart in her first few incarnations. Whimsical and with a great love of fairytales, she rarely paid attention to the consequences of falling in love. It was rumoured that she had loved the Master for some time as children, but the rumour was stamped out by logic. How could such a lovely Time Lady fall in love with a psychopath?

He shook himself out of his thoughts, frowning. That topic had been beaten out of his head a long time ago. Gossip shouldn't have been something for him to focus on... but it involved her, so of course he focused on it.

"Very much," Queen Victoria said sadly, looking at the Professor, breaking the Doctor out of his reverie. "Oh, completely," she continued, lost in thought. "And that's the charm of a ghost story, isn't it? Not the scares and chills, that's just for children, but the..."

"Hope of some contact with the great beyond?" the Professor supplied, leaning her head on her arms. Again, the Doctor stared at her.

"Indeed. We all want some message from that place..." the Queen murmured, "it's the Creator's greatest mystery that we are allowed no such consolation. The dead stay silent..."

"And we must wait, sometimes very long, to join them," the Professor added sadly, as the Doctor took her hand under the table, willing her to look at him. As she did, a small "not always" flitted through her mind, but it was immediately pulled back. She knitted her eyebrows- the thought wasn't hers. Then she smiled.

_Really, Doctor, you open the link now?_

_Well, I needed to figure out why you're so distant, and why you keep eyeing the bald men._

_In case you haven't noticed, they're a bit creepy. And I'm fine. Worry about the scary bald men, not me._

At this the Doctor looked around for a moment, drowning out the conversation. Sir Robert began telling the story of the "werewolf". Indeed, the men were a bit blank looking.

_D'you think they're up to something?_

_I always think everyone's up to something,_ the Time Lady thought, smirking. _But, there is a weird sort of... I dunno, what do humans call it? Vibe?_

_...That's what hippies call it, yes._

_Fine, well, I'm a hippie then. This whole place has a weird feeling about it._

_I agree with the revelation that you are a hippie._ The Doctor winced as she punched him in the leg. _Sorry, sorry, you're right, this place is a bit odd._

__The two Time Lords entered the conversation again, pretending as though they had been listening the whole time.

"Tales like this just disguise the work of thieves," Captain Reynolds said comfortably. "Steal a sheep and blame a wolf, simple as that."

Queen Victoria looked mildly irritated at that and gestured for Sir Robert to continue.

"But sometimes a child goes missing. Once in a generation, a boy will vanish from his homestead," Sir Robert insisted. He seemed slightly nervous; his eyes kept flitting to the men standing by the doors and windows.

"Are there descriptions of the creature?" The Doctor asked, leaning forward.

"Oh yes, Doctor. Drawings and woodcarvings. And it's not merely a wolf, It's more than that. This is a man who becomes an animal," the man stated quietly.

"A werewolf?" Now the Professor was intrigued.

The two Time Lords were completely unaware of the danger in another part of the house, but Sir Robert was. He cast another glance at the bald men.

"My father didn't treat it as a story. He said it was fact. He even claimed to have communed with the beast..." he paused. "To have learned it's purpose."

One of the men turned to look out the window, something catching his attention. The Doctor watched him uneasily.

"I should have listened," Sir Robert remarked regretfully. One last time, he looked back at Father Angelo. "His work was hindered, he made enemies. There's a Monastery in the Glen of Saint Catherine. The Brethren opposed my father's investigations," he explained quickly.

"Perhaps they thought his work ungodly," the Queen suggested.

"That's what I thought. But now I wonder..." Sir Robert paused, "what if they had a different reason for wanting the story kept quiet?"

The Professor glanced over at Father Angelo, her eyes narrowing as his chanting filtered over to them. "L_upus deus est_", he kept saying.

_Doctor..._

_I hear him. _

_That's interesting._

_Quite._

__

"What if they turned from God and worshiped the wolf?" Sir Robert was speaking hurriedly, obviously warning them.

"And what if they were with us right now?" The Professor added, rising from her seat. The other guests turned their attention to her, to which she responded by simply nodding to Father Angelo. "Lupus means wolf, for those of you who don't know," she added.

"What is the meaning of this?!" The Queen ordered, rising as well.

"Explain yourself, Sir Robert!" Captain Reynolds pointed a gun at Sir Robert.

"What's happening-?" The Queen was cut off.

"I'm sorry, Your Majesty, they've got my wife," Sir Robert explained.

"Rose! Where's Rose? Where is she?!" The Doctor shouted, losing the false accent in his concern.

"Doctor, you do realize he's not gonna answer that?!" The Professor yelled over the chanting. "He's to busy tryin' to get his precious wolfie up and about! Now come on!" She suddenly tore off the dress to reveal her normal clothes underneath, running to the Doctor and Sir Robert to pull them along.

"What- did you know this was going to happen?!" The Doctor exclaimed, surprised.

"Let's just say, I've had bad experiences with Victorian times!" She tried. "Come on! Both of you!"

The Doctor, the Professor, and Sir Robert ran from the room, hoping that the other two would come after them. Captain Reynolds pointed his gun directly at Father Angelo.

"Tell me, sir. I demand to know your intention!" He ordered. Father Angelo continued chanting, but stopped suddenly. "What is it you want?!"

"The throne," the man answered simply, wrenching the Captain's gun away and knocking him to the floor. The Queen stepped back, suddenly terrified.

Meanwhile, the trio ran down a corridor, finally barging into the "cell" where Rose and the others were being kept.

"Where the _hell _have you two been?!" Rose yelled, freed of the chains they were being kept in. The Doctor, paying no attention, turned to the cage the "werewolf" was being kept in while the Professor ran to the other prisoners and helped them up, pushing them out the door.

"Oh, that's beautiful!" he said, staring whimsically at the creature. The Professor rolled her eyes and helped Sir Robert get his wife out.

"It's really not, Doctor!" The Professor remarked as the wolf began to bend and break the bars, causing the Doctor to remember the urgency of the situation. "In fact, I'd call that an extremely very fantastically not good situation right there that we should probably run away from just about now!"

"Ah, yes," the Doctor murmured, stepping back. "Out, out out! Everyone out!"

"Come on!" Rose yelled, only to step back in surprise as the wolf stood tall on it's haunches, eyeing them with a facade of not-being-super-dangerous. The Doctor and the Professor stared up at it in amazement, right until the point it almost hit them with the cage that had previously imprisoned it.

"Seriously, out, now!" The Professor demanded, pushing the two out the door and running after them, slamming it shut behind her. The Doctor took out the sonic and locked the door, still extremely excited.

The wolf, still in the room, stretched up and howled at the moon, making the Professor wince and cover her ears.

Oddly enough, the other two in the trio were completely unperturbed by the noise.

The Doctor eyed the Time Lady apprehensively. Something was off with her. He didn't know what, and he didn't like it.

__**(A/N) Hey people! Sorry about the super long wait and all, but I've had finals that are pretty much squeezing all inspiration to write out of me. Seriously, how many more times do I want to stare at words on a screen after all that thinking? Anyway, some notes..**

**I was thinking about perhaps posting a Supernatural story as well as possibly a Sherlock one and another Doctor Who, but I'm not sure. What do you think? I feel like writing a massively sarcastic character as well as some first person stuff, so I might also do a Teen Wolf one. **

**Anyway, summer isn't happening for me until about a week from now. Unfortunately. Soon you will have an actual set time where you'll get new episodes.**

**Also, on my lovely Omniscient, you may have noticed that she knows about her own... er, condition. Haha, ****_condition._**** More like... well, I can't tell you what it is. You know, like River says, spoilers!**

**Any guesses? I'm pretty dang excited for the bit where I reveal it! Unfortunately, you'll have to wait until the end of series 2, because losing Rose will hurt the Professor a lot more than it hurts the Doctor, surprisingly. Hint hint.**

**On pairing the Doctor and the Omniscient, it'll happen eventually. ****_Eventually._**** But it'll rock. Just wait. And Jack will be every bit surprised when that happens, the reason for that you'll know in a little while. Oooh, I'm excited for this. Hallelujah, something I actually don't get writers block on! **

**I kind of dislike following the episode so much, because it means (ugh) reading transcripts and not being able to do something original. I might skip a few episodes; I'm pretty sure all of you know how they go anyway. **

**If you want me to directly follow the series without skipping anything, let me know. **

**Thanks for reading,**

**~J**


	4. Chapter 4

**A/N: this is officially where we set it off, y'all. Have fun!**

The Professor sat to the side of the chaos that was swirling around her, trying to calm the chaos that was equally swirling in her mind.

It wasn't the adventure or the danger that was getting to her, no, it was the titles. In the Victorian age, nearly everyone had a title or was called by one. My Lady this, my Lord that. At first she hadn't understood why it was uncomfortable for her, now she did.

On Gallifrey, because she was the President's daughter, she was often called by the words "my lady". Later in life she dismissed the titles; she hated them. They reminded her of a dark time, a time long since gone. A time when she went by "the Omniscient" willingly.

She had been fighting off the darkness in her mind as soon as they arrived in 1879; she'd known they were off by about one hundred years the minute they landed, due to the odd shivering feeling she'd begun to have.

_This has happened before,_ she thought, rubbing her arms, completely disregarding the danger throughout the room as the Doctor soniced off Rose's handcuffs. _But it wasn't nearly as bad as this._

Once, when she'd been traveling with Captain Jack, they'd landed on a planet that was very obviously run by an extremely regal, polite Monarchy. She warned Jack of the danger there... but it wasn't because of the war that had been raging on the planet; it was because of the anger and evil that was bound to bubble up to the surface. Luckily, she'd managed to fend off her other "personality" for as long as the trip lasted.

Of course, she had no idea why the titles got to her so much or why the politeness did the same, but she figured it was a little bit like PTSD. Then again, she hadn't specialized in psychology on Gallifrey, so she had no idea what it was actually like, but she figured it was close enough. You're reminded of the events, and suddenly you're reliving them, even if you're in a perfectly safe situation.

_Which we are not, at the moment,_ she remembered suddenly, standing up and forcing down the anger in a last-ditch attempt. If it bubbled to the surface, so be it.

Maybe she could do with a little anger.

"...Did it say what it wanted?" the Doctor's voice slowly filtered into her hearing as she gathered her senses once more, stitching the little broken bits together.

"The Queen, the Crown, the throne; you name it," Rose answered rubbing her wrists as soon as the cuffs came off. The Professor moved forward and checked her wrists for any cuts, nodding as she found them unscathed. Even if she had only just met the girl, she was brave, and the Professor would not be pleased if she came to any harm.

Just then, a thumping sound vibrated through the room, coming from the cellar. The Professor turned around first, frowning, and led the way to the source of the noise. The Doctor trailed after her, both of them stopping abruptly. The wolf had managed to knock down the locked door and stood at the end of the corridor, eyeing them.

"Well, that's a werewolf," the Professor stated, a tiny bit of sarcasm laced into her words that the Doctor didn't detect.

"Apparently, yes," he muttered, moving forward slightly as soon as the wolf turned it's head to grab the Professor's hand. It roared; they both ran as fast as they could back into the room.

The Doctor pushed Rose and the Professor behind the line of fire as the men started shooting at the wolf, that merely stumbled back due to the force of the bullets.

"Fire!" one of the men shouted, willing the others to continue. The Professor was flinching at the sound; it seemed gunfire also had an effect on the locked-away piece of herself. Great, she thought.

The room filled with smoke quickly as the guns continued firing. The Time Lady was fairly sure it had little to no effect on the wolf, but when the men stopped their assault and the smoke cleared, the wolf was gone.

"That definitely didn't work," the Professor muttered, quiet enough so only the Doctor and Rose could hear her. "There's no way a werewolf would die 'cos of normal bullets, I mean, haven't you read the myths?" she whispered to Rose, frowning at the "victorious" men.

The Doctor threw her a look and she held up her hands in surrender, wondering exactly why she was trying to suppress a grin.

_Oh, that's right, I have a vengeful god in my head, that's why,_ she thought airily.

"All right, you men, we should retreat upstairs, come with me," the Doctor ordered, moving to lead them all out.

"I'll not retreat. The battle's quite done. There's no creature on God's Earth that could survive such an assault," the steward announced, sounding quite cocky to the Professor's ears.

"I think you'll find that that creature isn't from 'God's Earth' at all!" the Professor spat, at the same time as the Doctor shouted;

"I'm telling you, come upstairs!"

"And I'm telling you, sir, ma'am, that I will sleep well tonight with that thing's hide upon my wall," the steward declared, striding across the room to look down the corridor, quite obviously checking for the wolf. The Professor had a sudden urge to pull him all the way back to the end of the room, but didn't act on it. Apparently seeing nothing, the steward walked back, triumphant.

"Must've crawled away to die-"

He was cut off by being pulled into the ceiling and being noisily devoured by the wolf, effectively meeting his death.

"There's nothing we can do!" the Doctor yelled, pushing his two companions from the room. Some of the men were frozen in shock and didn't follow; the Professor winced as she heard them being attacked, tugging Sir Robert along.

The four of them hurried into a different room; the Professor slammed the door shut and soniced it shut herself, glad that the TARDIS had given her one.

"Your Majesty! Your Majesty!" Sir Robert cried, sagging in relief as the Queen rushed down the steps.

"Sir Robert! What's happening?" the Queen asked, distressed, as the Doctor ran off somewhere. The Professor glanced after him, opting not to follow. "I heard such terrible noises," the Queen continued.

"Your Majesty, we've got to get out. But..." he paused, "what of Father Angelo? Is he still here?" Sir Robert inquired, confused.

"Captain Reynolds disposed of him," she lied; the Professor caught it outright but shrugged in dismissal. She was, after all, royalty. She had the right to confidentiality.

"The front door's no good, it's been boarded shut. Pardon me, Your Majesty, you'll have to leg it out of a window," the Doctor said, returning from wherever he'd gone. He gestured through a door, Queen Victoria obliging with her head held high. The Professor followed after Sir Robert and Rose, looking around as they found themselves in another room. She observed the windows and moved towards one, looking outside.

"Excuse my manners, Ma'am, but I shall go first, the better to assist Her Majesty's egress," Sir Robert offered. The Professor rolled her eyes at the formality, moving away from the window. Rose caught the expression and, despite the situation, had to suppress a smile. The Time Lady seemed so proper and polite herself; it was a wonder that she got irritated at formalities.

"A noble sentiment, my Sir Walter Raleigh," the Queen agreed.

"Yeah, any chance you could hurry up?" the Doctor asked, impatiently. It was then that the Professor realized he hadn't put the false Scottish accent up again and mentally hit herself for not telling him to. If there was a way to lose the Queen's trust, it was that.

Sir Robert climbed onto the window sill, only to dodge back as he was shot at by the monks outside. The Doctor stared out the window, wide-eyed. Then he looked back at the Professor, frowning. She merely raised an eyebrow. But, she had looked out of the window before... she would have told them if she'd seen something out there... right?

"I reckon the monkey boys want us to stay inside," the Doctor stated, putting the thought in the back of his mind for the moment. Never ignore a coincidence... unless you're busy.

"Do they know who I am?!" the Queen shouted, indignant.

"Of course they do," the Professor muttered.

"Yeah, that's why they want ya. The wolf's lined you up for a... a biting," Rose told the Queen, her voice quavering slightly.

"Now, stop this talk, there can't be an actual wolf!"

The words were no sooner out of the Queen's mouth when a loud, ominous howl rang through the house. Again, the Professor covered her ears, cursing the "personality" that was slowly rising to the surface.

"What do we do?" Rose asked, looking at the Professor for a moment. The woman was obviously in quite a bit of pain as the howl continued to echo through the large estate.

"We... run!" the Doctor supplied, making the Professor scoff.

"Is that it?" she and Rose asked in unison.

"You got any silver bullets?" the Doctor inquired, jokingly.

"Not on me, no!" Rose answered, ignoring his jesting tone.

"There we are then, we run. Your Majesty," he said, turning to the Queen, "as a Doctor, I recommend a vigorous jog," he remarked, jogging on the spot to demonstrate. "Good for the health. Come on!"

He took the Queen's hand, leading her from the room while the other three followed, running.

The next few minutes went by in a blur for the Professor; she was barely focused on the world around her, instead struggling with the small war going on in her head. She witnessed Captain Reynolds being torn to shreds and didn't even flinch, grabbing Rose to keep her running along.

She vaguely registered that the room they were in at this point was a large library with a skylight. Her hands seemed to move without her thinking, barring the door with chairs and bits of wood. In fact, everything she was doing was without coherent thought. Most of her thoughts were;

_Please don't come back please don't come back please don't come back_... and so on.

The others moved past her, barring the other door when they realized something she didn't quite hear; well, she heard it, it just didn't register. There must have been another entrance to the room.

She closed her eyes for a moment, aware of the silence in the room, and delved into the depths of her mind, hoping to keep the monster at bay.

"I don't understand, what's stopping it?" Rose's voice echoed in her mind, and she fought to block it, to no avail. For a moment, she wondered if Rose was asking about the thing _she _was trying to stop. Then she realized, no, none of them knew. Maybe none of them would ever know.

_Oh, god, I could kill all of them and they'd never know why I was doing it,_ she thought, terrified of that possible outcome.

"Something inside this room," came the Doctor's answer.

"Mistletoe," she tried to reply, though no one could hear her. She was, for the moment, unable to vocally respond to anything due to her comatose-while-still-standing-and-hearing state. She was also, apparently, invisible to the rest of the group, even though she looked quite odd as she stood there, utterly still.

Sir Robert put his head in his hands, she could hear the creaking of a wooden chair as his movement rocked it slightly.

"What is it? Why can't it get in?" the Doctor asked, talking to himself.

_Mistletoe_, she answered silently, blocking the conversation fully and wrestling with an eerie darkness that attempted to penetrate her mind.

The darkness seemed to cackle, giving her an easy, false smile as it poked at all the vulnerable memories and ideas held deep within her consciousness.

_I'm only here to give you strength_, it said, grinning still. _You know that._

_No, you're here to give me anger, sarcasm, and sass. You'll take away my fear,_ she disagreed fiercely.

_Isn't that a good thing? I'll take away fear, but I'll leave your love alone. Is that not good?_ it asked, annoyance obvious as it failed to find any loose spots through which it could come in._ You appear to have put up a mental block. How fortunate. _The sarcasm almost elicited a laugh.

_Yes, I have._

_But I'm you! You can trust yourself, right?_ it pleaded, pathetically.

_No, I most certainly cannot,_ she thought, laughing to herself.

_You know you'll have to give in at some point, my dear Zeta. You can't live without me and my anger._

It was gone as soon as it came, though she could still feel it prodding gently at her head. Or was that someone else?

She opened her eyes to see the Doctor poking her head, worried. Frowning, she slapped his hand away._ Oooh, that was a bit rude, wasn't it?_ She sighed at the return of the voice.

_Are you ever gonna get out of my head?_

_Nope._

So the darkness was staying. Permanently.

"For your information, it's mistletoe that keeps the werewolf out," the Doctor said, easily putting up a cheeky grin, though his eyes stayed worried.

"I knew that," the Professor remarked, cursing herself as a bit of the "other" thing slipped out, making her sound rude. It laughed. "Powerful stuff, mistletoe. Bursting with lectins and viscotoxins," she remarked to Rose, changing the subject.

"And the wolf's allergic to it?"

"Oddly enough..." the Professor frowned. "In the old legends and lore of Earth, werewolves dislike a flower called wolfsbane and also mistletoe, among other things," she shrugged. "Who knows? This might be where that part of lore comes from."

"It thinks it's allergic to it. The monkey monk monks need a way of controlling the wolf... maybe they trained it to react against certain things," the Doctor answered them both. "And, good thinking, Professor," he pointed at her, "I like the history and lore stuff here."

She merely shrugged.

"Nevertheless, that creature won't give up, Doctor, and we still don't possess and actual weapon," Sir Robert stated, making the Professor roll her eyes.

"Oh, your father got all the brains, didn't he?" the Doctor gave him a snide look.

"Being rude again," Rose whispered.

"I think he meant that one," the Professor said.

"You want weapons?" the Doctor asked, striding over to the bookshelf. "We're in a library. Books! Best weapons in the world," he put his geeky specs on, right as the Professor put on her own. "Arm yourself," he pulled some books off the shelf and tossed them to Rose, who handed some to the Queen and Sir Robert.

The Professor grabbed a book of her own before she was dragged away from the others by the Doctor. She shook his arm off and huffed as soon as he stopped moving.

"What?" the Time Lady asked, annoyed.

"What was that?"

"What was what?" she knew what he meant; she just didn't want to have to answer.

"That... comatose state. You just... disappeared. You put mental blocks up, strong ones," he paused, "_way_ too strong."

She studied his face for a moment, seeing actual concern there. A huge sigh escaped her.

"You remember when I was first initiated as a Time Lady, right? And you remember my sudden... uh... 'disappearance' from the court?" she inquired, getting ready for a long speech.

"Yes, vaguely. They said you found your Tie," he answered, curious. She laughed.

"Yeah, I wish that's what happened. Not even close, though."

"So what really happened?"

"I went insane."

He reeled back at that, a crease appearing on his forehead as he stepped back, almost as if he'd been burned. She sighed again.

"You went..."

"Like my brother, yeah, something in the genetics, I guess," she laughed halfheartedly. "I was demoted, pushed from my rank. I was forced back into normal life as a Gallifreyan due to my actions."

"What happened?"

"I..." she paused, "you remember what my father chose for me to be called?"

"Yes, the Omni-"

"Don't say it," she interrupted, breathing heavily quite suddenly. "It doesn't help with... well, what I'm gonna tell you."

"Okay..."

"It took over, that title, it became who I really was. I was suddenly wielding the power of the vortex, power no one should ever have. Obviously. I don't really remember how it happened, but I know my father meant for it to happen. I became a god, or goddess, I suppose. A vengeful one," she explained, struggling to get the words out.

"What does this have to do with-"

"One day, I realized what was happening. It was like I was possessed. I put all the energy back into a TARDIS, one I had stolen. I forced down the darkness and anger and... and..." she gulped. "I dismissed the memory of how many thousands of people I had killed. I forgot about it, completely. I gained back my rank and title and fought in the war to earn my respect back, and forgot all about it," she looked up at him. "I remember now."

"Why is that..."

"Bad?" she blinked. "Because that means it's coming back, and I can feel it, crawling back from the depths of my memories. It's manipulating my-" she stopped, eyes glazing over as she started to shake, ever so slightly.

"Professor?" he touched her shoulder, waiting for some kind of sign. Had she gone into some sort of trance, or...?

She laughed suddenly, robotically, and it made his skin crawl. And when she spoke, her eyes refocused, a mischievous, malicious grin spreading over her face. She cocked her head, looking him up and down. There was no light in her eyes, only a fierce, swirling depth of nothingness, a tiny spark of gold lighting up her irises just enough to make her look nothing like her real self.

"It's the Omniscient speaking now, I'm afraid, Doctor."

**A/N: Ooooh, what's happening now, eh?**

**I decided to flip around the family trees and have the Master be her brother and Rassilon be her father. The family is dysfunctional enough to give her a bit of normalcy in the fact that she's completely bonkers. Ha.**

**Anyway, next chapter will have some journal entries of the Omniscient/Professor (?), a very sad Doctor, a very confused Rose, and a very annoyed Professor. Poor Rose, she'll be the last in the loop of knowing about her new friend's insanity. The Professor will sorely miss being given a title by the Queen (not really). **

**So, this is about where the Doctor starts to get a bit closer to the Professor; he will have found out more than he should about the dark bits in her life and have absolutely no idea what to do with the information other than sit and think.**

**Again, I apologize for the frankly ****_massive _****wait. Hopefully I can actually find some time to write this on a schedule.**

**I'm flying to Seattle in about a week, so maybe I'll write a bit while I'm on the plane. I have plenty of ideas for how this story will go. For some reason, Waters of Mars is the episode I'm looking forward to most. So far away! At least that'll give me an incentive to write.**

**What I'm gonna do is mention each episode in the story and write a few key ones, such as the Cybermen episodes and Doomsday and stuff like that. I really don't want to spend all my time reading transcripts and writing stuff that isn't even original, so this seems like the best plan. **

**Thanks for your support! Please, review if you can!**

**~J**


	5. Chapter 5

**A/N: For when we get to conversations between the Professor and the Omniscient, the Omniscient's dialogue will be ****_like this, _****while the Professor's dialogue will be** _like_ _this._ **Enjoy!**

"What?" was all he could get out, several times, actually. He stuttered, stepping back, unable to comprehend exactly what the _hell_ was going on.

"Funny, I haven't been in control for quite a long time," she studied her hands, "though, I will admit," she held a lock of hair in front of her face, "I do love this body. Nice hair, nice fashion sense, and wow, nice figure," the Omniscient commented.

"How-"

"You see, with all this formality here in 1879, our dear, dear Professor was unable to put up enough mental walls and locks to keep me out," she smirked, "Poor girl. She's still struggling to regain control."

"Give her back! Let her come back!" the Doctor snarled. Rose glanced over her shoulder, confused, but the Doctor only waved her away, silently asking her to keep the others occupied.

"Oh, don't be rude. I'm not taking_ permanent_ control..." the alternate personality studied her fingernails, "I'll let her back in a little while, as long as she agrees to my terms and I agree to hers. You see, she's a lot luckier than her brother. The poor child, the Master he was called. He looked into the Untempered Schism and went mad. She did the same, but only went half mad," a strange smile slipped past her lips, "and that half is me."

"Okay, but how does that work? How can she just... keep you at bay?" the Doctor asked, a plan already forming in his head, which was unusual for him.

"I'm locked out like she might lock you out, with mental blocks and codes and such. It takes a huge amount of effort; I don't know how she keeps it up," the Omniscient answered.

"What happens if I knock you unconscious?"

"Then she and I will have a chat. Maybe she'll come to her senses," she cocked her head. "I can tell; you want to do that, you think I'll kill all of you," she shrugged. "I could do that, easily. That's probably a good idea on your part."

The Doctor frowned, wondering if he was being manipulated somehow. But... if he was, that seemed like his only logical choice. The Professor may not enjoy being stuck in her subconscious with the Omniscient, but she wouldn't like it if people were killed, either.

The Time Lady was studying him carefully; he could feel her prodding at his own mind to see what his decision was.

And he'd made it.

Quickly, he pressed his fingers to her temples and leaned his head against hers. Only a thought from him caused her to go still, unable to do anything.

"I'm sorry," he whispered, about to begin forcing her unconscious. Her eyes widened, and he could almost hear her, the real her, pleading with him, terrified. He only repeated his apology and forced her mind closed, catching her as the fainted into unconsciousness.

* * *

It was dark in her mind, she realized. Dark, full of sad, hopeless memories. There was _some_ light, like the time she graduated from the Academy with honors, or the one big victory of the war, or when her sister was pregnant. But now, the dark dominated the light. It was as though she was swimming through it.

She vaguely remembered the Doctor forcing her unconscious, and a flash of fear and anger swept through what was left of her consciousness. _He_ had forced her into this place, surrounded by the other half of her mind, the half that was completely unstable._ He_ was responsible for what she knew would take place, but she knew that the event was inevitable. It would happen at some point, he just took away all further delay.

**_So, here we are._**

If she were truly awake, she would have shivered.

_Apparently,_ she answered, feeling her own fear sweeping around her.

**_How are you, Professor?_**

_Oh, you know, unconscious._

**_That's how I usually am. How does it feel?_**

_Like I'm in a prison and you're my cellmate._

_**How rude**__._

_Apologies,_ the sarcasm was, oddly enough, making her fear go away. _So, are we just going to talk all the time, or are we going to make a deal?_

**_Making a deal sounds good._**

_Okay, then._

**_I have no idea what our compromise would be._**

_Me neither._

**_I mean, I'd rather be in complete control, as would you, but neither of us are going to accept that._**

_Indeed._

And so the conversation between two different subconscious personalities continued, each trying to manipulate the other into letting them take control. Every time, the other wizened up and refused.

Finally, they stopped arguing and decided to come to a compromise.

_How about we just coexist?_

The Professor's thought caught the Omniscient off guard; it was a good suggestion, and one that neither of them liked very much. Therefore, it was a logical compromise.

**_That might work. Neither of us can live without the other; I can't live without your common sense, you can't live without my lack of fear._**

_I could live without your sarcasm._

**_Aside from the fact that you like my sarcasm, yes, you could. But... how would that work?_**

_Well, we can form a trust agreement. Each of us lower our defenses so the other can see our true motives, and then we promise not to force the other out. That's a start, at least._

The Omniscient agreed, and they quickly finished that step.

**_Now what?_**

_Now we have to sort of... join our separate minds together, just enough so no one will notice a difference with me._

**_I can see how that will work. It'll be hard, and it'll require extensive amounts of sleep, but it'll work._**

_Before you bring it up, I get that you're the part of me that's insane, and, well, I really shouldn't be okay with you being a part of my consciousness, but for some reason I am._

**_Our brother lived with it that long, so why shouldn't we, right?_**

_Right. I just hope, this time,_ _nothing happens to bring back the really bad part of you._

**_I do too, to be honest. I might like being slightly mad, but I don't enjoy being completely bonkers._**

_Me neither._

**_All right, let's get started._**

* * *

The Doctor had asked Sir Robert if there was a safe place to put the Professor while she was unconscious, batting aside the questions from Rose and Queen Victoria. He had said that she was ill and needed a place to rest before he could help her.

So, they put her in the only impenetrable room in the house, which was also where they knew the wolf would never go because of the extensive amounts of mistletoe surrounding the room. Then, the wolf had gotten into the library, with the Professor hidden away. So, they ran.

The adventure had gone on, just him and Rose, and involved Queen Victoria getting "scratched" by the wolf, poor Sir Robert defending them to his last breath, the wolf destroyed by moonlight, he and Rose being dubbed "sir" and "dame", and also their banishment from the empire.

_That went swimmingly,_ he remarked to himself as he sat in the med bay, waiting for the Professor to wake up. The Queen had been a bit vicious to them; she had also scolded them about simply leaving "poor Miss McDonnell" to await their rescue in her unconscious state.

She was far too pale, lying in that bed, but all her vitals were fine. He was still worried, but he didn't prod any further than he already had. He didn't want to check her mind, either; he was too afraid of what he would find there, what he could have caused.

For about the hundredth time, he glanced at the bag Jack must have left there for her. It was packed full of things and had obviously been made on Gallifrey. For a moment he had a spark of jealousy; she had something to remember about their planet. Then he mentally hit himself. He had an entire TARDIS to himself; he had an infinite amount of things to remember Gallifrey from.

Finally, he picked the bag up, carefully. He studied the clasps and the fabric, noting that they were not expensive things on Gallifrey. She must have gotten the bag when she was out of the rank of a Time Lady for some time. His eyes scanned the Gallifreyan writing on the bag, wondering why he couldn't read it.

The TARDIS made an annoyed noise, and he realized that she was keeping him from reading the writing. He looked away from the language, understanding in an instant that it must be the Professor's true name.

Gallifreyans had no problem walking around with their true names out and about, but for Time Lords and Ladies, names were precious and meant to be kept safe and out of the way. Some of the earliest Time Lords had instituted a policy that decreed no Time Lord or Lady was to use their true name commonly; they were to choose a name instead, be it an occupation or a fake name.

The policy was to develop a tradition of a sort of marriage called "Ties". Gallifreyans already had special unformed bonds between multiple others. Once they were discovered, they could choose which one to share their lives with. The Time Lords decided to make the already natural bond far more important than it needed to be. Gallifreyans could choose to be with someone or not, while Time Lords _had_ to share their lives with someone.

The Professor was lucky to have been just a Gallifreyan; she truly never gave up their lifestyle. It was understandable. The Gallifreyan way was far easier than the Time Lords.

Because she never gave up the Gallifreyan way of life, she was still able to choose whether or not she wanted to have a romantic Tie to someone. All of hers could have died and she wouldn't feel a thing; not even a blip in her mind.

He knew she had chosen not to have a Tie.

And that was a problem.

She was his, and he was hers. He hadn't chosen the Gallifreyan way, so it was written in his Biology that he be forced to have a Tie, no matter what. He didn't mind at first, until now. Now he would have to deal with the awkwardness of the situation, on his own.

He groaned.

He'd realized she was his Tie when he forced her unconscious; it only took a glimpse into your significant other's mind to give a Time Lord or Lady the sudden "joy" of knowing who one of his/her Ties were.

When Ties were discovered, each one would know all of their Ties names. You chose only one to share your life with, as was tradition, but you would befriend all the others and they would be your most trusted advisers.

He knew the Time Lords and Gallifreyans who had been her Ties. They were honorable and kind, and helped the Professor through every decision she made.

He had found some of his own Ties on Gallifrey, but never made the Tie romantically to one of them. Although he had had children, he didn't have them with a Tie. They pretended to be together in that way, of course, so they wouldn't attract attention, but they hadn't been. He had regretted the decision soon after they had their daughter.

The Doctor rummaged through the bag, which was apparently bigger on the inside, willing himself to get his mind off of that path. He found a Time Ring (advanced Time Lord time travel), a spare vortex manipulator, a blaster (he raised his eyebrows at that one), a scarf (bought from the markets on the streets of the slums of Gallifrey), a case containing an antique instrument (rather like a violin or viola) that had her true name carved on the back, several binders full of music for said instrument, a fob watch (still ticking), a stone dragon, a fossilized dinosaur egg, the Harry Potter books, a hairbrush, and a ring.

He eyed the ring for a moment, observing the stones in it. It was gold, obviously, with moonstones and opals in the center and flat emeralds around the outside. There was writing along the inside, someone else's name, not hers.

He sighed, putting it back, before he noticed something else, right at the bottom.

A journal.

A feeling of foreboding was crossing his mind, but he picked it up anyway. When he looked inside, however, only a few pages were taken up with writing. The others were drawings, beautiful drawings, of Gallifrey and other planets. He tried not to look at them, too scared of the memories that might arise.

Instead he read her words.

* * *

_This is my first entry. My mother told me I should get a journal and chart my journeys as just a Gallifreyan, so I complied. Anything to appease her wrath, it seems._

_I'm not going to put dates, considering I might be traveling in time. Nor will I actually write; I think this is really just going to be a drawing book._

_I bought this in a nice market far from the Glass Citadel. Time Lords would call it sloppy, disorganized, or even dirty, but... I call it nice and diverse. Gallifreyans allow other species on our planet, you see, it just has to be away from the Citadel._

_I even saw a human somewhere; I think she was with the Doctor, I didn't get a proper look when she left. She was very kind, though. A bit of a journalist, it seemed; she was asking me about my life and what I was at the market for. So I told her about my family, about my exile, and about how much fun I was having being normal for once. I was only there to look, really, but I did buy a few things. The woman, Sarah Jane Smith, picked out a scarf for me and insisted that I buy a lovely instrument because I could play it so well. I can't quite remember what it's called, but it reminds me of a Viola. It has the same tuning as that Earth instrument, though it sounds far better._

_I helped her find her companion, who I think was the Doctor, when she realized she had no idea where he'd gone. She wrote a lot of information down in English, like what I was paying with and how it worked. She even asked about Ties when I mentioned them in passing. I hope she remembers that information; she's the only human I've seen on Gallifrey in a long time._

_I think this is good enough so that if my mother glances in here she won't shout about how I'm not using this properly._

* * *

For a moment he thought that was the only entry. He smiled at the mention of Sarah Jane; they'd have to visit her sometime, maybe. He looked in the book a bit more and found several other entries, though much less coherent than the first.

* * *

_Sometimes, I wonder what people think of us, or if they even think about us._

_Up here, dwindling in space._

_Far from home._

_I wonder if they ever stop for just a second and realize that, here we are, above all of you, beyond the atmosphere, defending you, stopping the war from getting to where you are._

_Up here, we live, we die, we hope, we pray._

_But do the rest of you even know?_

_Do you know what the Universe is coming to, day by day?_

_Do you get news of the war, of where your loved ones really are?_

_Are you even alive?_

_Have we won yet?_

_Or, am I still forced to sleep in cramped quarters by night and fend off enemies by day?_

_Will I ever get out?_

* * *

He knew exactly what she was talking about there, why it was so short. The Time War.

* * *

_Funny, at one point I fought above our planet. I hardly remember it now, must have something to do with the regeneration. Odd, I was rather unstable then, wasn't I? Must've been the small spaces. I hate small spaces._

_Anyway, it's officially the four-year anniversary of the war. If a human is reading this, it's eight years by your measurement of time._

_It's my mum's birthday today.._

_Happy birthday, Mum. I hope you're safe and far away from here, I haven't heard from you since the day the war descended. Dad keeps sending more troops out, even though I keep saying it'll never work if he's not thinking strategically. I'm always right._

_How surprising._

_I wonder how my brother and sister are. I hope they're well and with their corresponding families._

_I miss them._

_I miss my best friend._

* * *

He stopped for a moment there. By "best friend", she had to be thinking of one of her Ties. But... he looked at her sleeping form. No, she hadn't.

She'd been thinking of him, of when they'd been friends.

He read on.

* * *

_I nearly regenerated today. I got shot by a Dalek blast, but for some reason the reddish-gold light never came. I could feel it building in my stomach, but it never happened. Good thing, too. I like being ginger._

_It's been a while since the fourth anniversary, but it's not the fifth yet._

_Nowadays, I wonder why I ever joined up as a soldier. Maybe it was to be with my friends again. Especially my best friend. Maybe it was just to get the honor of being a Time Lady back. After being exiled from the rank and deemed unstable, I managed to get the title back. The other version of myself is very pleased, and now I worry that it wants to take over again. I'd rather not have that happen._

_The war is hard. The "Time War", they're calling it. Supposedly it's a legend. I never thought I'd be part of a legend, but apparently songs are being written about me now. I don't think that'll do my ego any good, but I don't make the decisions._

_My father continues to send out troops day by day. Now, I worry that, as President, he's lost all sight of winning the war and simply wishes to spill blood with his power._

_I tried to stop the war yesterday, and it would have worked if he hadn't found me before I could finish the peace agreement. Turns out, the Daleks are just angry about what Davros did to them. Actually, they're terrified of the evil they now hold within them._

_I can relate._

* * *

He swallowed, the full force of the truth hitting him all at once. The Daleks hadn't been attacking the Time Lords for no reason... they'd been scared. She had been scared.

* * *

_The President refuses to acknowledge my strategies and prefers to pay attention to the ideas of my destructive, once-dead brother. They seem as thick as thieves now. It wasn't like that at all before, but they brought my father back first so he could rule the war, and they brought my brother back to "win" the war._

_They scare me._

_They remind me too much of my other self._

_She scares me, too. I can feel her coming back, testing out the contours of my mind before taking over._

_I wish someone would listen to me._

* * *

The Master. She was talking about the Master. And her father... she'd gone from "Dad" to "my father" to "the President". It was no surprise that she would lose affection for the man over the course of the war; his decisions had been anything but logical. And he wondered... had she had ideas for winning the war? Or was she just scared of the thing inside her?

* * *

_The war is slowly destroying everything._

_Skaro is uninhabitable, and I wouldn't be surprised if Gallifrey was simply gone soon._

_It's even destroying the Time Lords._

_They were once a noble race, honorable to the last. I always thought they were a bit arrogant, them and their "no emotion" values along with their "you have to be Tied" idea._

_Now, they're... vengeful. Vengeful gods. They want only blood, and they're no better than Daleks now. I'm terrified of the ones I share camp with; they appear to be planning a universal domination. I've looked at their plans, they're quite terrible._

_I hope someone ends this war._

_And I hope they do it by destroying Gallifrey._

* * *

He swallowed. He had done that. Well, at least she wasn't mad at him for that.

* * *

_The Omniscient is coming back._

_I'm scared._

* * *

He sighed at that. She'd dealt with this thing a lot longer than he'd thought. He looked at the rest of the entries. There was only one left, three words.

* * *

_Gallifrey is gone._

* * *

Another deep sigh escaped him. He began flipping through the drawings. The first was extremely faded, but he could tell it was a perfect sketch of the market she had been in on Gallifrey, complete with watercolor. The next was a page of doodles; one was of Sarah Jane, one was of his fourth self, grinning up at him crazily. K9 was in there too, a speech bubble coming out that said "affirmative". As he flipped through more pages, they got less and less faded, each one of a different planet.

Finally, he reached the last one. It was of Jack, his arm around a man he didn't know. They looked happy, and the colors were bright and cheerful. A little note was written on the side.

_"Jack and Ianto," _it said.

Then there was a note with different handwriting.

_"Who's this Ianto? He looks cute, I can't wait to meet him." _That sounded like Jack to him.

_"You'll meet him soon, Jack, don't worry. I met both of you when I didn't know you all that well yet. It was a very long time ago, but I remember it now."_

_"I look forward to it."_

_"You should. I got drunk for the first time in my life, and you two helped me back to your base to sleep it off. Thanks in advance for the hangover."_

_"Thanks for punching me."_

He looked back at other drawings and realized that there were little conversations between them on every single one, Jack commenting on how this alien or that human was good-looking and the Professor wondering if he would ever comment on anything like the drawing itself.

There were tear drops on the journal entries, he realized. Too recent to have been when the Professor was writing it, and he doubted they would be her own, so... they must have been Jack's.

She'd told Jack about all of this and let him read it, not him.

But Jack had cried, which meant he cared very much about the Time Lady. If he thought about it that way, he wasn't overly angry at the immortal.

A few blips and beeps let him know that the Professor was waking up, so he quickly put away the journal and put the bag back down as she opened her eyes blearily.

With a groan, she attempted to sit up. She struggled for a moment, then gave up, falling back onto the pillows with a huff.

"This is the second time I've been stuck in this bloody room," she remarked, glancing at the Doctor.

"Are you... alright?"

"Aside from the fact that you _knocked me out_, I'm fine," her voice was scathing as she spoke, not gracing him with a look. He sighed. He was doing a lot of sighing, it seemed.

"I mean, is that... thing-"

"It's not a thing!" she defended, angrily, sitting up with a burst of energy and a fiery look. "That's me, and you'd do well to respect her, because we made an agreement with ourselves to join consciousness instead of fight, so if you don't want to get smacked, you'd better shut up, because I'm her and she's me."

"You joined..."

"Yes!"

"But you could have... I dunno... put her in a fob watch-" he was cut off again, this time by mocking, angry laughter as the Time Lady stood up.

"You think I can just put a _bit_ of _myself_ into a fob watch?" she glared at him, and he shrank back in response. "Do you really think that? Do you think it's safe to even _attempt_ to put such a powerful thing in a bloody _fob watch?_" she didn't wait for him to respond. "To answer my own question, no, it's _bloody well not_. Do you know what would happen?"

He shook his head, meekly, and she threw up her hands.

"The Omniscient controls the vortex, you bloody idiot," she pointed to herself. "_I_ have that power. Do you know what it would do to the TARDIS to use the old girl's technology for that sort of thing? It would _destroy_ her. Too much vortex in the heart of a TARDIS causes a massive explosion, and I know that because an alternate version of me tried. Don't ask me how I met her."

"And, another thing, why would I even bother separating a bit of my own self from the rest of me? What good would that do? Even when I forced this... this... darkness back, it was still there. If I got rid of it, what would happen then? I'd be left with half a personality! I'd die!" She fell back down on the bed in a fit of anger and sudden loss of energy.

"I-"

"Honestly, just..." she sighed. "Please, leave me alone. I'm gonna go find whatever bedroom the TARDIS created for me." She lifted up the bag the Doctor had been looking through before and left the room, a sad look on her face.

He sat there for a moment longer, mulling her words over in his head, surprised by the anger in them. She _had_ joined up with her alternate personality, so he supposed that explained it. But, honestly, they did hurt. They were supposed to, for some reason. Something he did that he couldn't quite remember, something that hurt her.

After a few minutes, he stood and walked back to the console room, beginning to fiddle with the switches.

* * *

Once she'd found the bedroom the TARDIS had created, one that had her real name on the door, she dropped her bag on the bed and looked around.

It was large, with artificial windows that looked so real.

It took her a moment to realize where she'd seen the room before, and when she did she laughed. It was the house she'd lived in as a Gallifreyan, with a white shag carpet over hardwood, walls painted by her own hand with murals of different planets she'd visited (plus the starship Enterprise from Star Trek), and big airy windows with floaty curtains off to the side. It felt like night to her, and so the "sky" outside the windows was dark and starry. The artificial sky wasn't from Gallifrey, that was a different, very beautiful planet she'd visited, her favorite trip.

There was a soft knock on the door, and Rose's voice asked for permission to enter.

"Come in," the Time Lady answered. The human woman looked around the room for a moment, smiling.

"So, you're a Trekkie, then?" Rose asked, pointing at the painted Enterprise.

"Oh, yeah, I met the Captain and Commander Spock a few times, may have traveled on the ship," the Professor answered, completely serious. Rose gave her a quizzical look. She shrugged. "Alternate universe."

"Right. Er," she paused, "I heard shouting earlier."

"That was me."

"A bit angry at the Doctor, then?"

She nodded.

"Okay, then, this'll make you even more angry... Queen Victoria dubbed us 'Dame' and 'Sir'."

"No! No! That's totally not fair! At all!"

"I'm sorry! I told the Doctor he should get you, but he disagreed! The Queen even asked us to tell you that she would name you a Lady, just because she liked you better," Rose explained.

"Really? Damn, I wish the Doctor hadn't knocked me unconscious!" the Time Lady exclaimed.

"Yeah, then we got exiled from the empire," Rose remarked.

"What?!"

"Yeah, so, I guess I won't be able to go back home, then," Rose laughed, as did the Professor.

"So, did you come to get me even more angry at the Doctor?"

"Er, no," Rose answered, shifting a bit.

The Time Lady raised an eyebrow.

"Look, Jack just told me everything that happened to you," Rose held up her phone, "at least, all the stuff you told him. Before you get angry, it was because he wanted someone for you to talk to. So..." she smiled. "If you want to talk about anything, I'm here."

The Professor sighed. It figured that Jack would want to make sure she could "get her thoughts out" to someone, as he called it. So, she supposed she'd take advantage of it.

Easily, she updated Rose on the events of the day, sobering up a bit at the thought of how she'd yelled at the Doctor. It hadn't been very tactful. She even went over what a Tie was; she told Rose everything she'd ever told Sarah Jane when she was on Gallifrey.

Once she'd finished her speech, Rose sat in the beanbag chair across from her, overwhelmed.

"So, wait, you made an agreement with the, er, other you?"

"Basically."

"And, everything's fine?"

"Well, I do miss the arguments a bit, but it's nice just having one voice in your head and knowing it's truly your own."

"So, you don't have a... a telepathic link with the Doctor?"

"He formed one during the little adventure we had, but I cut it off when I woke up."

"Okay... is the Doctor your Tie?"

"No, I don't think so... actually, I have no idea, I've never checked. He could be," she shrugged.

"What if I have feelings for him? What would you do then?"

She felt a spark of pity for the girl. Actually, no, it was more like a flood of pity. So many people always fell in love with the Doctor, and often it got them killed. So, she dragged another beanbag chair over and flopped down in it.

"Rose, I need to explain something to you, something that will hopefully get you to understand why you could never, ever, be with the Doctor, no matter how much you want it, no matter how much he could want it," she began.

Rose nodded slowly, unsure. The Time Lady took a deep breath and let it out.

"Time Lords have twelve regenerations, which means we have thirteen lives. Gallifreyans weren't allowed to have such things because the Time Lords worried they'd never be able to use them responsibly. That's complete bullshit, in my opinion. Gallifreyans eventually got to have the regenerations as well, due to a little bit of a civil rights movement. In our first lives, we age normally, but once our biological pattern is altered, we don't age after the first regeneration cycle."

"So, the Doctor has thirteen lives. That's why he changed his face?"

"Yes. He's on his tenth life now."

"Okay..."

"The Doctor can live for thousands of years, as can I, but you can't. You'll die, hopefully at a very old age, and he'll live on. If you chose to live the rest of your life with him, you'd live each day watching yourself get older, while he'd never age, not even a wrinkle would appear on his face. He'd watch you die and be forced to continue living, rather than following you into the dark. Even if he is in love with you as you are him, the worst decision either of you could make is to be together."

"You sound like you've experienced this," Rose commented, backtracking as soon as the Time Lady's face fell a remarkable amount. "I mean, I didn't mean to say, I-"

"It's fine. I have," she said softly, biting on her lower lip as tears came to her eyes. "I never told Jack about this... I didn't want to give him hope."

"Hope for what?"

"For spending his life with me. Jack..." she sighed. "He was always saying things, and I always thought it was a joke... until... well, we were in a nice restaurant in space, we were dancing, and he admitted it to me. It was painful for me to refuse, because, if I'm honest, I felt the same, but... I can still die, he can't. I wouldn't want him to go through what I'd gone through."

"What happened to you that made you refuse?" Rose asked, in a state of disbelief that anyone could refuse Captain Jack.

"I was in love with someone. I had refused to Tie with anyone romantically on Gallifrey, but... when I came to Earth on one of my later trips after Gallifrey was gone, I fell in love," the Time Lady looked as though she were in a lot of pain.

"Who was he?"

"Hang on, I'll get something he gave to me," she said, scrambling over to her bag to grab something. "Here."

Rose took the ring from her; it was beautiful, gold with moonstone, opals, and emeralds, a tiny diamond amidst the swirl of beautiful stones. "Wow," she whispered, transfixed. She looked on the inside and found an engraving of odd circular writing.

"It's an engagement ring," the Time Lady explained, quite softly. "His name's written on the inside in Circular Gallifreyan."

"What happened?"

"He was my companion and my friend for a long time, and soon we confessed our mutual feelings for each other. I was a fool for not dropping him back on Earth as soon as he mentioned the word 'feelings'. So, our relationship continued due to my stupidity. Then..." she sighed. "One day, we came to an obviously dangerous place, and he was killed. I found this ring in his pocket, with a note that asked me to marry him," she took the ring back. "That's what being a Time Lord is like. Instead of being happy with the people you love, you watch them die. And that's what'll happen to the Doctor, unless you realize that you could be so much happier just having him as a friend."

Rose watched the Time Lady's expression as the woman gazed at the ring she held in her hands. It went from calm to an utter, terrible sadness, and suddenly she knew.

If she truly loved the Doctor, she would never make him go through that.

"Thank you," Rose stood up. "I know what to do now. I'll never make him go through what you have."

"Good," the Time Lady agreed softly. "No one, not even that idiot, should go through that pain."

When Rose had left the room and was standing in the hall, she asked a final question.

"What was his name?"

Her new friend immediately dropped her gaze to the floor. Again, that weighted sadness seemed to fill the whole area, making Rose's own spirits droop.

"His name was Scott."

**A/N: So, bit of background into the Professor's life and the mistakes she's made, so I hope you enjoy this bit. **

**I never really liked how every single female companion (aside from Donna) had some sort of romantic interest in the Doctor at some point, so I decided to include a bit of logic here in why Rose should just try to eradicate her own feelings for the Doctor's sake and her own. Also, it was a bit of a girl bonding moment, y'know. **

**I, personally, wouldn't survive one day in the TARDIS if there wasn't another girl around. **

**Anyway, we got the whole sort of marriage-y thing that I supposed could happen. See, I always figured that Gallifrey would have arranged marriages, but everything is so based on telepathy sometimes that this just seemed like a better idea.**

**Review, if you'd like, and thanks for reading!**

**~J**


	6. Chapter 6

Music drifted from the console room. It was late, according to Rose. She was still used to Earth time, and slept at "night". The Doctor was walking through the infinite halls of the TARDIS, watching in amusement as the living machine switched the rooms around every now and then for fun. She'd give Rose quite the maze in the morning; the TARDIS was fond of the pink-and-yellow girl, but enjoyed playing pranks all the same, it seemed.

Sometimes the TARDIS would switch the rooms around in order to get someone to go through a specific door and find something or someone. Apparently, that's what the old girl was trying to do then. Unexpectedly, the hallway leading to the console room had appeared in his path, luring him into the room with the faint music and quiet hums accompanying it.

The Professor was lying on her back under the TARDIS console; her head was blocked from view by the bulky thing, and her hands were smeared with grease as she attempted to fix a broken switch. A panel lay on the floor beside her, along with several discarded wires and a few nuts and bolts. The whirring of her sonic harmonized with the music that blasted through the room.

_"Aaaaannie waits, for the last time,"_ the Professor sang under her breath, replacing a wire as she did so,_ "juuuust the same, as the last tiiime."_ Her foot swung side to side to the music as it rested on her other knee. The sonic whirred and a tiny spark flew from the console, alerting her of the sudden influx of energy. The pile of discarded wires and knobs beside her grew as she threw a chunk of equipment into the pile as well.

"That's old and unnecessary," she mumbled, replacing the rather large piece with a small chip, rather like one in a 21st century Apple iPod. The console sparked again when it was in place, and the TARDIS made a loud noise of confirmation. "Better?" the Time Lady asked, chuckling. The ship made the same noise.

She continued with her tinkering, finally fitting the panel back in place with a _thunk_.

"Oh, Doctor," she began, glancing over at him, making him jump, "I think I know where we should go next."

"Hmm?"

"Rose's friend, Mickey, I think he was called, he said there was something odd going on at a school somewhere," she began picking up the old wires and odds and ends strewn about the floor.

"Mickey the Idiot?" he muttered, crossing his arms with a frown.

"That's not a very nice thing to call someone," the Professor scolded, pointing her sonic at him. "I spoke with him; he's not an idiot! He hacked into their records, for goodness sake. Anyway," she placed the now useless items in a compartment that lifted on the side of the console, "I think we should go."

"Are you sure?" he asked, watching as she wiped her hands on the towel attached to her belt. "You haven't been coexisting with yourself for very long. Are you absolutely certain that you can handle-?"

"The running?" she interrupted, grinning. "O'course I can. It's not as though I'm not functional. My heads a bit jumbled, but that's it, as far as I can tell," she explained, stopping to frown at the grease that wasn't coming off.

"Jumbled? In what way?"

"Well," she looked up and furrowed her brows, "some new memories are there, and they're far too fuzzy for me to be okay with them. Plus..." her frown deepened. "They... they contradict when I was told what I did to deserve my exile. It's like the Council lied to me to force me to leave them alone."

That worried him. It wasn't unusual for that particular High Council to lie to preserve themselves, but... lie to the daughter of Rassilon? That was a bit radical. Then again, everyone had wondered what really happened during the Professor's untimely disappearance. No one knew the truth, so it would be easy to make it up.

"Anyway, can I program the route to the school?" she pleaded, making him grin a bit. "She's your TARDIS now, but I haven't _really _piloted a TARDIS in about four hundred years."

The TARDIS seemed to agree with the Time Lady, making several loud noises as if she was trying to convince the Doctor to allow her to pilot.

"All right, go ahead," the Professor beamed, "but don't blame me if it turns out Mickey was wrong!" he pointed at her.

"I won't!" she immediately turned back to the console and began flipping switches and turning knobs, pulling the lever when the destination was plotted. To his surprise, the TARDIS didn't rock or spin at all; it was as smooth as simply drifting through the Vortex.

"What did you do?" he asked, moving forward in amazement.

"I used the blue stabilizers," she replied, flicking a few more switches before dropping down on the Captain's chair.

"But... have we landed?"

"Yep."

"It didn't make the noise!"

"I know."

"Why didn't it make the noise?"

"I didn't leave the brakes on."

"I leave the brakes on?"

"Yup. It's really no surprise to me that you failed the exam."

"I didn't fail!"

"Really? What's thirty-five percent on the Academy grading scale, again?" she raised an eyebrow, grinning.

"A failing score," he admitted, slumping slightly.

"And what did I get?"

"Onehundredandthree," he mumbled.

"Pardon?"

"One hundred and three percent," he said, louder this time.

"So, who won our little bet we had then?" she smirked.

"You remember that?" he asked, wide-eyed.

"Yes. And what was our price? A bag of Jelly Babies to the one who got a highest score, right?" she was grinning still, far too catlike for his comfort.

"The _highest_ score?" he inquired, confused. He didn't remember anyone else being in the bet.

"My brother was in on it too, remember? That was before... well, Koschei wanted some sweets too, but he got a score of eighty-seven percent," she explained. Then winced. "Sorry, I used his name. Bad habit. Two-hundred years of being just a Gallifreyan does that to you."

"So... I owe you a bag of Jelly Babies?"

"Yep."

He heaved a sigh, but was unable to keep a straight face. _This _was the friend he remembered.

"Fine, I'll buy you one when we're done with the school."

"Good. Don't worry, I'll share them..." he perked up, hopeful, "with Rose," she finished, laughing when he slumped over again.

* * *

Once Rose had decided it was late enough to get up, they had devised a plan of how to get into the school without being discovered by whatever extraterrestrial being was infiltrating it.

Rose would be a cleaning lady or a lunch lady, much to her displeasure, while both the Doctor and the Professor would be teachers. Rose disagreed with the idea at first, but eventually admitted that, no, she didn't have any experience in teaching.

"You've taught before?" she had asked the Professor, bemused.

"Of course! Where do you think the name came from?" she'd answered, smiling.

Now, Rose was cleaning tables, the Doctor was walking to his classroom, while the Professor was setting up her desk.

"Good morning, class. Are we all sitting comfortably?" the Doctor asked the room full of students, grinning. In the classroom down the hall, the Professor smiled at the students; they were a grade younger than the students the Doctor was teaching.

* * *

"Hello, everyone. I'm Professor McDonnell, I'll be sitting in for today for Miss Andrews," she introduced, writing her name on the board. "Now, where are we in your Astronomy lessons?"

* * *

"So, Physics," the Doctor scrawled the word "Physics" in capital letters on the board, underlining it. "Physics, eh? Physics," he went on to repeat the word several times, "I hope one of you is getting all this down."

* * *

"First of all, if anyone says that Pluto is a planet, I might have your head. You've not gotten to explaining why dwarf planets aren't considered planets, have you?" the Professor asked, observing the nods around the classroom.

* * *

"Okay, let's see what you know. Two identical strips of nylon are charged with static electricity and hung from a string so they can swing freely," the Doctor began. "What would happen if they were brought near each other?"

* * *

"Let's use Pluto as an example. Now, our eight planets, Mercury, Venus, Earth, Mars, Jupiter, Saturn, Uranus, Neptune," she began, "are all on the same plane as the sun. That means that if you looked at the solar system from the side, those eight planets plus the sun would be one straight line. Pluto, however, is on an entirely different plane." she drew one line on the board along with another diagonal line going through it.

* * *

A boy, Milo, put up his hand in the Doctor's classroom.

"Yes, uh, what's your name?"

"Milo," the boy answered.

"Milo! Off you go."

"They'd repel each other 'cos they have the same charge," he answered, perfectly.

* * *

"Now, can someone tell me a few reasons why Pluto is no longer considered a planet?" the Professor asked, smiling as a few hands went up around the room. She pointed to one. "Red shirt, what's your name?"

"Angela," the girl answered.

"Go on, Angela."

"Well, Pluto's orbit is elliptical like most of our planets, but it actually goes through Neptune's orbit."

"Good! Anyone else?"

* * *

"Correctamundo!" he winced. "A word I have never used before and hopefully never will again. Question two; I coil up a thin piece of micro wire and place it in a glass of water. Then, I turn on the electricity and measure to see if the water's temperature is affected. My question is this;" he looked around, "How do I measure the electrical power going into the coil?"

Milo's hand shot up again, and the Doctor's eyebrow rose with it.

"Someone else."

There was no response from the class, only a few whispers about Milo's hand still being up.

"Nope? Okay, Milo, go for it."

"Measure the current and PDs in an amp-meter and voltmeter," Milo answered. The other students looked impressed.

_'That wasn't that hard of a question, give him something else,' _the Professor told the Doctor in his mind, '_I've got nothing unusual in this classroom, but I have a feeling Milo's smarter than he seems.' _

"Two to Milo! Right then, Milo, tell me this; the greater the dampening of the system, the quicker it loses energy to its surroundings."

"False."

"What is a non-coding DNA?"

"DNA that doesn't code for a protein."

"Sixty-five thousand nine hundred and eighty-three times five?"

"Three hundred and twenty-nine thousand nine hundred and fifteen."

Some students looked impressed still, while others glanced around, disturbed.

_'How do you travel faster than light?' _the Professor suggested.

"How do you travel faster than light?"

"By opening a quantum tunnel with an FTL factor of 36.7 recurring."

The Doctor's mouth dropped open while the Professor whistled mentally.

'_Yup, we've got some cowboys in here.'_

**A/N: I'm baaack! Sorry about the wait, several times over, I kind of lost inspiration. But, now I'm actually really excited, because Sarah Jane's in this one! I decided I'd write some episodes and leave out others. I'll be doing RotC, AoS, TIP, TSP, AoG, and Doomsday, of course. All of those episodes contribute to the development of my OC, as well as giving her some moments to explain what happened to her over her exile and her disappearance, as well as what happened during and after the War. **

**I have BIG plans for TSoD and TLotTL, as well as The End of Time, for obvious reasons. Having the Master as your brother and Rassilon as your father has _got _to give you some issues. **

**Right now it's kind of that time where you're in the middle of the story, and there's pretty much nothing going on, so you just want to give up or skip ahead to the good stuff. But, problem is, I need this middle part to include some big back story stuff and a few interesting tidbits about Time Lord society. **

**In this episode, the Professor will be incredibly pleased to see Sarah Jane after several hundred years, mostly because she likes being asked stuff. Rose'll listen in and ask questions, as well as learn a few things about exactly what the Omniscient is.**

**Also, did you guys catch something big in this one? I made it pretty small and easy to miss, so you might not have, but it plays a huge part in season 4.**

**I don't really have a specific word count that I want to use for every chapter, so, my apologies if this seems really short.**

**Anyway, I hope you enjoyed it!**


	7. Chapter 7

Rose gave the Doctor a dirty look as she spooned mashed potatoes onto his plate as violently as she could, the look getting filthier as he smirked. The Professor shot the Doctor an annoyed frown and smiled sympathetically at Rose.

"I'll get back at him, I promise. He owes me a bag of Jelly Babies, anyway," she said as she walked away, leaving a bemused Rose to spoon more potatoes onto kids' plates. The Time Lady went over to sit next to the Doctor, giving him a look.

"What?"

"That wasn't very nice of you," she scolded. "Rose is the one who convinced me to bring us here in the first place. Don't be rude."

"You're not my mum," he mumbled.

"Why does that sound so familiar?" the Professor sighed, recalling how many times he'd said that in the past.

* * *

_"You're not my mum," he muttered, taking his badly written paper away from his friend and looking her edits over. _

_"Yeah, that's obvious, considering I'm four years younger than you," the eight year old gave him an annoyed look as she blew her wild blonde hair away from her face. "But, then again, I managed to get in the same year, so..." _

_"Maybe I _should_ listen to you," he admitted, "but, Earth History isn't my best subject." _

_"Well, it's my _favorite _subject, so yes, you should listen to me. And, in turn, I'll listen to you when you lecture me on fifty-first century Earth, okay?"_

_"Fine. Oh, when does your brother's class end?" _

_"In about five minutes, why?" _

_"I want to play a prank on him." _

_"Doctor..." she went on to scold him and tell him why it wasn't a good idea to play a prank on one of his best friends. _

_"All right, all right, you're not my mum!"_

* * *

The Doctor rolled his eyes, but grinned all the same, spearing a chip on his fork. He nibbled it, while the Professor looked on, and then eyed it distastefully. He gave one to the Professor, who took it and bit down. After chewing for a minute, she grimaced and shook her head.

"Do you know what's wrong with it?" he asked, sensing that she could almost tell what it was.

"Some sort of oil," she muttered, "it tastes familiar, but I can't quite place it."

"Two days," Rose interrupted, wiping the table down.

"Sorry, could you just, there's a bit of gravy," the Doctor pointed with his fork. Rose gave him another look, but wiped it down all the same. The Professor nudged him, annoyed.

"Two days, we've been here," Rose continued.

"Blame your boyfriend. He's the one who put us onto this, and he was right. Boy in class this morning; got knowledge way beyond planet Earth," the Doctor eyed the chips again.

"What about you, Prof?" Rose asked, turning to the Professor. The Doctor raised an eyebrow.

"Prof?" he muttered under his breath.

"Nothing," the Time Lady answered, shrugging. "Astronomy is one of the lesser attended classes, though, so I'm not surprised. It's more of an elective than a core class." Rose nodded.

"You two eating those chips?"

"Yeah, they're a bit..." he glanced at the Professor.

"Different," she supplied. Rose promptly helped herself to one, closing her eyes in rapture.

"I think they're gorgeous. Wish I had school dinners like this," she said, sitting down.

"It's very well behaved, this place," the Doctor remarked, squinting around.

"Mm," Rose had a mouthful of chips. The Professor blew out her cheeks, mimicking Rose, making her laugh and almost spit out the chips.

"I thought there'd be happy-slapping hoodies," he admitted, acknowledging the moment with a shake of his head. "Happy-slapping hoodies with ASBOs," he considered this for a moment. "Happy-slapping hoodies with ASBOs and ringtones," he finished, nodding to Rose as if she'd be impressed. "Yeah? Yeah?" the Professor shook her head. "Oh, yeah, don't tell me I don't fit in!"

"You fit in as well as you did at the Academy," the Professor muttered, grinning.

"Oi, I heard that!" the Doctor pointed at her with his fork. "I fit in just fine at the Academy!"

"Oh, and having two psychopaths as friends is _fitting in?_" she rolled her eyes. "We were-"

"The Trio of Troublemakers, yeah, wasn't it Professor Eltis that called us that?"

"I think it caught on with all the professors. At least, according to Kos..." she paused and corrected herself. "Uh, the Master, several of his professors called us that," she smiled and helped herself to the pie on the Doctor's plate.

Rose stared at the pair in amusement. Not even a day ago (by her sense of time), they'd been awkward and mildly jumpy around each other, getting into arguments with just _looks_. Now, they were best of chums. Not that it surprised her; frankly, the Doctor's mood swings were a normalcy to her, so she naturally assumed that all Time Lords had such massive drops, from happy to miserable in seconds.

"You are not permitted to leave your station during a sitting!" a random dinner lady scolded Rose, making her jump and stand up.

"I was just talking to these teachers," Rose supplied, waving a hand at her friends.

"Hello!" the two Time Lords said in unison, waving at the dinner lady.

"He doesn't like the chips," Rose whispered, pointing at the Doctor. The Professor nodded vigorously, pointing at him as well. Affronted, the dinner lady turned to the Doctor.

"The menu has been specifically designed by the headmaster to improve concentration and performance," she chided. "Now, get back to work," she glared at Rose before leaving. Rose followed, but turned back to the Time Lords.

"See, this is me," she gestured to her uniform. "The dinner lady."

"I'll have the crumble," the Doctor joked, while the Professor chuckled beside him.

"I'm _so _gonna kill you, but I'll leave the Professor alone; she's nice and doesn't make childish jokes," she returned to her station, smiling when the Professor called a "thank you" to her.

"That wasn't nice of you, helping Rose get the dinner lady on my case," the Doctor rebuked, giving the Time Lady the rest of his pie. She shrugged.

"Well, it wasn't very nice of _you_ to make fun of Rose, so I was just returning the favor," she explained, thanking him for the pie.

A teacher, Mr. Wagner, approached a girl sitting a few tables away. The two Time Lords watched their altercation with mild interest, identically vague expressions on their faces.

"Melissa, you'll be joining my class for the next period. Milo's failed me, so it's time we moved you up to the top class," the teacher smiled a bit too creepily for the Professor's taste. Mr. Wagner glanced at a boy sitting near Melissa, "Kenny? Not eating the chips?"

"I'm not allowed," the boy answered, looking down at the table meekly. That seemed to irritate the rather disturbing teacher.

"Luke; extra class. Now," he left, several children following him out.

The Professor watched him leave with narrowed eyes, a frown creasing her forehead, when a tingling on the back of her neck alerted her of the fact that they were being watched. She nudged the Doctor and tilted her head to the balcony where the headmaster stood, watching the proceedings with an eerily blank look on his face. The Time Lord's face darkened as he glared up at him; yes, something was quite wrong in the school.

* * *

Rose bustled around in the kitchens, drying a tray and trying to look like an ordinary dinner lady; not a girl who'd traveled around time and space... with two aliens, for that matter. The politeness that seemed to run through every Brit made her attempt not to eavesdrop, but...

"Careful... keep it steady, don't spill a drop." The same dinner lady from before along with a few others were very, very carefully wheeling in a barrel of some sort of oil. Due to the masks and gloves they were wearing, Rose assumed that it was either extremely hot or extremely harmful. It didn't seem to be steaming, so she agreed with the latter.

"I said, keep it steady. Careful, that's it, easy now, steady..." Rose's mobile rang, but she ignored it for a moment, wondering exactly what the oil could be. Toxic, maybe? That didn't make sense. If they were putting it on the chips, like the Professor seemed to think, it would have killed everyone who ate them. She felt sick for a moment; she'd eaten some. What the hell was that oil?

"Right, second barrel; quickly, now!" Finally, she answered her phone.

"What you got?" she asked the man on the other end.

"Confirmation," Mickey answered, typing away on his computer in an internet cafe. "I just got into army records. Three months ago, massive UFO activity. They logged over forty sightings; lights in the sky, all of that. I can't get any photos, 'cos then it gets all classified and secret," he frowned. "Keeps locking me out."

The message "TORCHWOOD-ACCESS DENIED" flashed on the screen in front of him in bright red letters. In the kitchens, Rose lowered her voice to a whisper.

"Tell you what, though; three months ago, turns out all the kitchen staff were replaced," she watched as the dinner ladies wheeled in _another _barrel of oil. Their caution seemed unnecessary to her, but who knew; they could be aliens. "And this lot are _weird_."

"See, there's definitely something going on," Mickey stated, grinning. "I was right to call you home."

"I thought maybe you called me home just to..." she flushed. "Well, just to call me home."

"D'you think I'd just invent an emergency?" he chuckled.

"Well, you could've done!" Rose exclaimed, affronted.

"That's the last thing I'd do," Mickey muttered.

"Watch it!" the dinner lady shouted, still pushing the barrel.

"Because every time I see you, an emergency just gets in the way-"

The barrel of oil toppled over and spilled on one of the dinner ladies, who screamed in agony and started smoking. Rose's eyes widened as the screaming got worse.

"I've gotta go," she blurted into the phone.

"Get her up, get her up!" the dinner lady was hoisted to her feet, still screaming.

"What is it?" Mickey asked, hearing the screaming in the background.

The injured woman was steered into an office, still sobbing in pain. Rose tried to see through the partition, but the blinds were drawn before she could have a look. She quickly hung up, and in the cafe Mickey sighed and snapped his phone shut.

Dialing 999, Rose looked up as the head dinner lady emerged from the office, leaning against the door frame, surprisingly nonchalant, and eyeing Rose with suspicion.

"What're you doing?" she asked, pulling her goggles down.

"Calling an ambulance!" Rose replied, as obviously it was the only thing to do.

"No need, she's quite all right," the woman lied. Rose hung up, just as the sound of something bursting into flames came from the office, followed by the sound of something smashing, and a billow of smoke from the office. The head dinner lady didn't even flinch. "It's fine, she does that." And she was gone, leaving Rose thoroughly confused. She moved towards the barrel of oil, wanting a closer look.

It seemed like ordinary oil; it didn't smell like anything, not really, but she was still loathe to touch it. She wasn't a Time Lord, either, so she didn't have the knowledge or technology to see what the yellowish oil actually was. Decidedly, she'd wait, tell the pair about the oil, and help them figure it out. The Prof was always talking about how she should wait for them in a situation, anyway.

* * *

Mr. Wagner made his way to the front of an IT suite, the children already at their terminals, headphones resting beside the computers. He turned to face the class, eyeing them for a moment before speaking.

"I'd like you all to put your headphones on now, please," he ordered. The students obliged, the room filling with soft rustling sounds as they picked them up and girls pushed back their hair to put them on. "Now, children; the things you will see..."

He pressed a key on his own computer at the front of the class, his eyes still on the students. The children raised their hands to the keyboards and began to type unnaturally fast, eyes fixed on the screens robotically. Some sort of green code scrolled down the monitors, while Mr. Wagner watched, smiling slightly.

* * *

Mr. Finch, the headmaster, strolled down a flight of stairs with a woman at his side, chatting professionally yet amiably.

"My improvements aren't confined to the classroom, oh, no, no, no, no, no," he smiled. "We've introduced a new policy. School dinners are absolutely free, but compulsory. Do try the chips," he suggested, still smiling.

"Oh, I'd love to, thank you!" the woman smiled back, but far less ominously. "And it's got to be said, the transformation you've brought about is amazing. I mean, maybe you're working the children a little bit too hard now and then-"

"Hmm?" the headmaster seemed mildly offended.

"But I think good results; they're more important than anything," she amended.

"Exactly. You're a woman of vision, Miss Smith."

"Oh, I can see everything, Mr Finch," she looked around, suspicion clear in her eyes. "Quite clearly."

* * *

The Doctor sat on a desk, nibbling on a biscuit, with the Professor beside him, sipping a cup of tea. She swung her legs absently as a teacher continued to pace back and forth in front of them.

"But yesterday," the man continued, "I had a twelve-year-old girl give me the exact height of the Walls of Troy; in cubits," he looked at them in disbelief while the Professor just whistled.

"And, it's ever since the new headmaster arrived?" the Doctor inquired, receiving a nod of confirmation as the Professor frowned.

"Finch arrived three months ago. Next day, half the staff got flu. Finch replaced them with that lot," the teacher nodded over to where a group of official-looking teachers stood. The Time Lords looked over at them, the Time Lady now tapping her fingers nervously on the cup she held. "Except for the teacher you replaced, and that was just plain weird, her winning the lottery like that," the man said, nodding to the Doctor. "But, Molly Andrews is getting married, so, that wasn't weird at all," now he looked over at the Professor.

"How's that weird?" the Doctor frowned. The Professor had to refrain from shaking her head in amusement.

"She never played! Said the ticket was posted through her door at midnight."

The Doctor merely popped another biscuit into his mouth, "Hm! The world is very strange." The Time Lady snickered quietly next to him, but stopped abruptly and nudged him in the side, hard, making him turn and almost drop the rest of the biscuits.

"Excuse me, colleagues; a moment of your time," the headmaster began. The Professor stared, her jaw dropping open. "May I introduce Miss Sarah Jane Smith. Miss Smith is a journalist, who's writing a profile about me for the Sunday Times."

Slowly, the Doctor began to smile, while the woman beside him beamed like the sun had just come out. That was when he realized that she was shaking, and he glanced over. "Are you all right? Hang on;" he looked at her face. "Have you met her?"

The Time Lady just nodded, still beaming, as Sarah Jane smiled around at them all.

"I thought it might be useful for her to get 'a view from the trenches', so to speak. Don't spare my blushes," the headmaster left, while Sarah Jane caught the two Time Lords staring at her and walked over to them.

"Hello!" she greeted, still smiling. Immediately, the Professor stuck out a hand and introduced herself, sparing the Doctor from embarrassing himself.

"Hi! I'm Professor Charlotte McDonnell, and this is John Smith. I love your work, Miss Smith," Sarah Jane took her hand and nodded, though tilting her head for a moment as she looked at the Time Lady, then she shook her head.

"It's nice to meet you, Professor McDonnell," the Doctor still hadn't taken his eyes off her. "Sorry, it's just... I had a friend who sometimes went by the name John Smith. Another friend of mine was a woman who just went by 'the Professor', nothing else, so forgive my pauses," she smiled as the Time Lady started to grin, pleased that she remembered her and considered her a friend.

There was another thing that pleased her, though... she'd met Sarah Jane during her exile, and it was when she went by her real name as well as just the Professor. She'd told this Miss Smith about how sacred names were to the Time Lords and had asked her not to use her true name around others, and it appeared that the lovely Sarah Jane had remembered her promise.

"John Smith? Oh, well, it's a very common name!" the Doctor exclaimed, finally speaking up.

"He was a very... uncommon man," she reminisced. "And she, well, she was perfectly mad!" she laughed.

"Well, then, she sounds a bit like me, so I'm not surprised you got us mixed up," the Professor said, shaking herself out of her thoughts and smiling for about the twentieth time. Sarah Jane just smiled and nodded.

"Nice to meet you as well, Mr. Smith!" she stuck out her hand. The Doctor obliged, shaking her hand eagerly, much different from the Professor's firm, quick greeting.

"Nice to meet you! Yes, very nice! More than nice; brilliant!" he let go of her hand as the Professor tried and failed to not shake her head.

"He's a bit eager, as you can see," she whispered to Sarah Jane. She laughed.

"So, um, have you two worked here long?" the journalist asked, clearly wanting to get to the investigating point of the conversation.

"No! Er, it's only my second day- hers as well," he jerked a thumb to the Professor, who nodded.

"Oh, so, you're both new, then?" they nodded. "So, what do you think of the school? I mean, this new curriculum?"

The Time Lords smiled at her, though she didn't seem to notice.

"So many children getting ill; doesn't that strike you as odd?" she had lowered her voice slightly. The Doctor leaned forward conspiratorially, grinning.

"You don't sound like someone just doing a profile."

"Well, no harm in a little investigation while I'm here," she retorted, and the Time Lords' smiles just got wider.

"No. Good for you." She walked away to interview some other teachers, the Doctor looking after her with a proud smile on his face. "Good for you. Oh, good for you, Sarah Jane Smith." The bell rang, and the teachers left the room. In the hallway, people bumped into each other due to how crowded it was. The Doctor walked slowly, staring after his old companion, smiling vaguely, his mind a million miles and quite a few years away, just remembering. The Professor nudged him, pulling him out of his thoughts and nodding down the hall, motioning for them to go.

* * *

Kenny watched a couple of his classmates go up the stairs, clearly wondering why they were so eager to get to class. Hearing a flapping sound and other strange noises coming from a nearby classroom, he went in that direction and followed the sounds cautiously until he came to the IT Suite. He glanced around the dark, seemingly empty classroom, he heard the noises again. Kenny crouched to look under a desk, jumping up at the strange, terrible sight.

There was an odd looking, bat-like creature that screeched angrily at him under the table, only to rise as Mr. Wagner. The "teacher" cracked his neck and stared at Kenny with dangerous, glowing eyes.

"This isn't your classroom, Kenny," he said, dangerously soft. "Now, run along." Kenny turned his heel and ran, the supposed Mr. Wagner watching him go, eyes narrowed.

* * *

The day came to an end, and night fell over the school. The corridors and classrooms were dark and empty, the chairs up on the desks. A torch shined through a window of one of the classrooms, Sarah Jane holding it and peering into the room. Undoing the latch, she glanced around once more, eventually deciding it empty and climbing inside.

Meanwhile, the Doctor opened a fire door and came through a dark hallway, followed by Rose, Mickey, and the Professor, who looked around curiously.

"Y'know, all those nights spent at the Academy, and yet an empty school never fails to creep me out," she commented to the group, glancing at them momentarily.

"I know, a school at night? It just feels... wrong," Rose agreed. The Doctor scoffed.

"The Professor? Scared? Please," he grinned at the Time Lady, who stuck her tongue out at him.

"You were the one who always dragged me out into the pitch-black hallways, popping out from corners and scaring me half to death," she defended, annoyed.

"Your brother helped!"

"Yes, and you were the one who planned it in the first place!" Mickey eyed their banter curiously, glancing at Rose. He wondered whether she'd be jealous of how close the two were, but to his surprise, she was laughing.

"You two are about five years old, I swear!" she nudged the Professor. "When I was a kid, I used to think all the teachers slept in school," she admitted. The Professor chuckled as they continued down the hall.

"Oh, I did too. One of them actually did, but, of course, she was an Aplan, it's natural for them to never leave their posts," the Professor wrinkled her nose. "I never _did _get used to the whole "two heads" thing."

"What, they have two heads?" Mickey joined in. He'd never heard of an alien with _two _heads...

"Oh, yeah. It did get a bit messy when she disagreed with herself..."

"All right, team," the Doctor interrupted, then winced. "Oh, I hate people who say 'team'. Um... 'gang'," he glanced at the Professor. She shook her head. "Um... 'comrades'," she shook her head again. "Uh... anyway, Rose," he pointed at her, "go to the kitchen and get a sample of that oil. Mickey," he nodded to him, "the new staff are all Maths teachers, go and check out the Maths department. The Professor and I are gonna look in Finch's office. Be back here in ten minutes."

"What- why can't I go on my own somewhere?" the Professor pouted.

"Considering your history in schools at night, I don't doubt you'd get in trouble on your own," he grinned cheekily.

"And you wouldn't?"

"I've got you with me, don't I?" he grabbed her hand and they bounded up the stairs, leaving Mickey and Rose alone.

"You gonna be all right?" Rose asked, fiddling with her sleeve, not looking at Mickey.

"Me? Please. Infiltration and investigation? I'm an expert at this," he replied, striding away with purpose, in the complete wrong direction. Rose stood, smirking, waiting for him to come back, which he did after about three seconds. "Where's the Maths department?" Rose pointed.

"Down there, turn left, through the fire doors, on the right," she answered.

"Thank you." he strode off again, in the right direction this time.

* * *

The Doctor dragged a protesting Professor down a corridor, silencing her with his hand when he heard flaps down a ways. She bit him, and he pulled his hand away with a loud "Ow". The noise stopped for a moment, and they both tensed. Then it started again, the Professor sagging in relief, this time dragging _him _off to find the source of it.

* * *

Sarah Jane began picking the lock to Mr. Finch's office, spinning around, eyes wide, when she heard a bang and a loud screech. The sounds got louder and closer, and she backed down the hallway with a sharp gasp.

* * *

Rose took the lid off a barrel of oil and spooned some of the yellowish goo into a small vial. A shadow passed over her, followed by another screech, making her look up sharply, trying to find the source of it.

* * *

Sarah Jane backed into a room and slammed the door behind her, turning slowly and right there, looming in front of her, was the TARDIS. She stepped back in shock, her mouth moving silently, scrambling for the doors, not believing it.

She stared at the now closed door, still in shock. Hearing a small noise behind her, she turned around slowly to find the two Time Lords together, still holding each other's hands.

"Hello, Sarah Jane," they both greeted, quietly, glancing at one another briefly.

"Oooh, that was a bit ominous," the Professor commented, attempting to break the ice. The woman ignored the joke.

"It's you... oh... Doctor," a smile started to spread across her face.

"I'm here too," the Professor grumbled, pouting.

"Oh my god, it's you, too! Zeta!" Sarah Jane clapped her hands over her mouth, mortified. "Oh my goodness, I'm so sorry-"

"It's all right," the Professor waved a hand. "He doesn't care," she jerked a thumb over her shoulder at the Doctor as she stepped forward, Sarah Jane immediately hugging her. "How are you, Miss Smith?"

Quite the contrary; the Doctor did indeed care. He ran over the name in his mind, unconsciously committing it to memory, and winced. She still had no idea that they were Ties; it seemed that he'd accidentally allowed the instinct to take over. He'd have to try to flush her name out of his head later.

"It's you, oh my god, it's really you!" Sarah Jane stepped back, beaming at the eight hundred and ninety-nine year old Time Lady and awakening the Doctor from his disturbed thoughts. "You've regenerated, both of you..."

"Half a dozen times, since we last met," the Doctor moved forward, smiling ruefully.

"And you?" the journalist turned to the Time Lady she'd met only once.

"Oh, the same, I think, this is my seventh," she gestured down at herself. "Not my favorite, but it'll do."

"Nonsense! You look incredible, the pair of you," Sarah Jane smiled at them.

"So do you," the Doctor commented.

"I got old," she contradicted, blushing slightly. She started to walk around them both, staring at them, more so the Doctor. "What're you doing here?"

"Well..." the Doctor began.

"UFO sightings, school gets record results; we couldn't resist," the Professor finished.

"What about you?"

"Same," she answered.

They laughed, but Sarah Jane's smile faltered and the Professor took that as her cue to step back a bit and let the two hash it out.

"I thought you'd died. I waited for you and you didn't come back, and I thought you must've died," her voice sounded close to tears, and the Professor hung her head, staring at the floor and hoping they'd just get on with it before _she _started crying.

"I lived. Everyone else died."

"Except for me," the Professor spoke up, quietly, taking the Doctor's hand as a means of comfort, but staying slightly behind him all the same.

"Except for you," he agreed, smiling at her sadly and squeezing her hand.

"What do you mean?" the human in the room asked, nearly smiling at the small moment of affection.

"Everyone died, Sarah," the Professor answered, saving the Doctor the pain and moving forward as though protecting him from it, using herself as a shield. Sarah Jane just shook her head.

"I can't believe it's you, both of you, here," she whispered.

The moment was quickly snapped in half by the sound of Mickey's wailing. The Professor rolled her eyes.

"Okay, now I can!" the journalist amended, grinning at the Time Lords and running after them out of the gym.

The Professor almost skidded into Rose, but Sarah Jane pulled her back by her shirt, laughing.

"Did you hear that?" Rose asked, then she noticed Sarah Jane and the Professor giggling together. "Who's she?"

"Rose, Sarah Jane! Sarah Jane, Rose," the Doctor introduced, as the Professor was otherwise occupied by trying to catch her breath and stop laughing. He didn't quite know what she was laughing about, but it pleased him all the same. He didn't even notice Rose's unpleasantly surprised look as she shook hands with Sarah Jane.

"Hi, nice to meet you," Sarah Jane greeted, her smile a bit stiff as she turned to the Doctor. "You can tell you're getting older; your assistants are getting younger," she remarked.

"I'm not his assistant!" Rose exclaimed, outraged.

"No? I get you, tiger."

Finally, the Professor got a hold of her giggling and apologized profusely, mildly confused herself at her politeness and glad that she'd cut through the awkward situation. The Doctor scratched his ear uncomfortably and looked to her for help, but she merely shrugged and mouthed, "Your problem." Rolling his eyes with a sigh, he sped off, forcing the two women who rather didn't like each other to follow him when the Professor ran off after him. They found Mickey in one of the classrooms, surrounded by a load of vacuum-packed rats.

"Sorry, sorry, it was only me," Mickey explained. "You told me to investigate, so I... I started looking through some of these cupboards and all of these fell out of them." The Professor grimaced at all the rats on the floor, while the Doctor bent down and picked a few up to examine them.

Vaguely, he remembered how much rats disgusted his old friend. He grinned and stood up, thrusting one of them at her. She scrambled back, squeaking slightly. The sound alarmed the other three, and they looked at her in surprise. She glared at the Time Lord and slapped the rat out of his hand.

"Now you owe me _two _bags of Jelly Babies," she grumbled.

"Oh my god," Rose looked around in realization, "they're rats. Dozens of rats, vacuum packed _rats._"

"And you decided to scream," the Doctor shook his head.

"It took me by surprise!" he defended.

"Like a little girl?" the two Time Lords chided at the same time, grinning at each other.

"It was dark! I was covered in rats!" Mickey was indignant.

"Nine, maybe ten years old..." the Doctor raised an eyebrow.

"I'm seeing pigtails, frilly skirt and a shirt with teddy bear patterns," the Professor continued, chuckling.

"Hello, can we focus?" Rose chastised, shaking her head in disbelief at how incredibly childish nine hundred year old Time Lords could be. "Does anyone notice anything strange about this? Rats in school?"

"I dunno, infestation?" the Professor joked, frankly unable to stop. Rose rolled her eyes.

"Well, obviously they use them in Biology lessons. They dissect them," Sarah Jane gave Rose a look that the Professor didn't like too much. "Or maybe you haven't reached that bit yet. How old are you?"

The Doctor and Mickey looked between the two women shiftily, whirling around when they heard the Professor cracking up behind them.

"What?" the Doctor hissed, didn't she realize how annoyed the two women were?

"Nothing," she answered, trying and failing to stop chuckling, "it's just... they're-" she covered her mouth a moment, tearing up from how hard she was laughing. "They're fighting over _you!_" she laughed even harder. "I can't think of anything funnier! Two women arguing because of you? Puh-_lease!_"

Mickey started cracking up as well, neither Rose nor Sarah Jane noticing due to how hard they were glaring at each other.

"Excuse me, no one dissects rats in school anymore. They haven't done that for years. Where are you from, the dark ages?" Rose retorted, crossing her arms. There was a loud thud beside them, and the two women turned to find both Mickey and the Professor rolling on the floor.

The Professor gave a sudden loud laugh and bent over herself, looking at Mickey. "They're-" she laughed again. "They're fighting over- over-" she gave up and started laughing again.

"I know!" Mickey laughed harder when he caught a glimpse of the Doctor's annoyed face. "I can't-"

"They're fighting over-" she tried once more to get it out. "over _him!_" she pointed at the Doctor, saw his face, and cracked up all over again. "Oh my god," she rolled over, tears streaming down her face, trying desperately to breathe. "He's the biggest dolt in the _universe _and they're _fighting _over him!"

"Professor-" Mickey tried, laughing again, "I'm pretty sure you rock," he glanced up, saw Sarah Jane and Rose's bright red faces, and continued to laugh.

"_Look _at him, Mickey! Oh my-" she covered her mouth. "The Oncoming Storm, pouting! I can't stop!" if she could laugh any harder, she would have._  
_

"Anyway," the Doctor finally moved and dragged the Professor to her feet, poking her in the side a moment before helping Mickey up. "Can we stop poking fun at me, please?" they both shook their heads. He sighed. "Moving on."

Obviously, Sarah Jane still wanted to make a cutting remark to Rose, but the two merely gave each other the dirtiest of looks and continued after the others, going a bit slower than they would because of the pair that would not stop laughing.

"Everything started when Mr Finch arrived. We should go and check his office," the Doctor suggested, managing to sober up both Mickey and the Professor. The Time Lady nodded, grinned at Mickey, tossed a rat to him, which he dropped, and followed the Doctor down the hall.

"I don't mean to be rude or anything, but who exactly are you?" Rose asked Sarah Jane, sounding a _bit _rude, actually.

"Sarah Jane Smith. I used to travel with the Doctor," she replied.

"Oh! Well, he's never mentioned you," Rose retorted, acting innocent.

"Oh, I must've done! Sarah Jane! Mention her all the time," the Doctor tried to cover it up, and failed.

Rose pretended to think about it, "Hold on... sorry... never."

"What, not even once? He didn't mention me once?" Rose shrugged and walked off, but Sarah Jane followed to probe her further. Mickey slapped a hand on the Doctor's shoulder.

"Ho ho, mate! The missus and the ex. Welcome to every man's worst nightmare," Mickey sympathized, grinning over at the Professor, only to see her frowning. "Prof?" he pried. "What's wrong?"

"Nothing..." her frown deepened. "I dunno why I'm suddenly... unhappy." she shrugged. "Ah, well, I'm a Time Lady, mood swings happen."

She supposed she _did _know why she was so annoyed all of a sudden. Having Mickey refer to Rose and Sarah Jane as the "missus and the ex" shouldn't really bother her, but... she didn't like how he was calling them that in relation to the Doctor. She was his friend, she guessed it was in her nature to be possessive, but not _that _possessive. It bothered her a bit, actually. She shook her head, smiled at the two men, and followed the other women down the hall.

* * *

"Maybe those rats were food," the Doctor thought out loud as he unlocked the door to Mr. Finch's office with his sonic screwdriver, though the Professor had offered to so he could think, but he thought better when he was doing something.

"Food for what?" Rose asked. The Doctor opened the door slowly and peered inside, the Professor looking around him. Some incredibly odd noises came from above them, and they both fixed their eyes on the ceiling.

"Rose?" the Professor's voice was very quiet.

"Yeah?"

"Remember me talking about the Aplan I had as a teacher who slept in the school?" she gulped. "Well, it looks like the Aplans aren't the only aliens that sleep in schools."

The Doctor opened the door further so the others could see what they were looking at, and Mickey let out a choked little noise. Bat-like creatures hung from the ceiling, quite asleep. The five of them merely stared, until Mickey had had enough.

"No way!" he turned on his heel and ran away, Sarah Jane and Rose soon following. The Doctor and the Professor went last, shutting the door behind them and running after the others. At the sound of the door slamming shut, one of the creatures wakes and screeches.

* * *

Once out of the school, the quintet stopped for breath, Mickey breathing harder than the rest due to how fast he'd gotten out of there.

"I am _not _going back in there, no way," he panted.

"Those were teachers!" Rose exclaimed, wide eyed.

"When Finch arrived, he brought with him seven new teachers, four dinner ladies, and a nurse. Thirteen. Thirteen big bat people. Come on," the Doctor ordered, starting to walk back into the school. The Professor followed obediently, curious as to what the "big bat people" actually were.

"Come on- you've got to be kidding!" Mickey shouted after them.

"We need the TARDIS," the Professor exclaimed, regretting how scared Mickey seemed to be. She had hoped that this would be an easy adventure, but, well, since when were adventures through time and space _easy__?_ The Doctor nodded in agreement.

"I've got to analyze that oil from the kitchens," he added.

"I might be able to help you, there. I've got something to show you!" she grabbed his arm and dragged him off excitedly in the direction of the park. The Professor chuckled at the sight and followed her, motioning the other two along.

* * *

Sarah Jane opened the boot of her car, and inside is something covered in a green blanket.

"Is that..." the Professor started, eyeing it curiously. The Doctor pulled off the blanket, revealing a robotic dog underneath. "It is! You told me about him, didn't you, Sarah Jane, on Gallifrey?" she asked, smiling. The woman nodded, happy that she'd remembered.

"K9!" the Doctor exclaimed, delighted. "Rose Tyler, Mickey Smith, Professor; allow me to introduce K9... well, K9 Mark III, to be precise." The Professor began crooning over the dog, babbling about the technology and "ooh! Love the ears!" as well as "can he play football?". Rose and Mickey, however, looked at each other with equal expressions of "it's just a tin dog".

"Why does he look so... disco?" Rose interrupted, raising an eyebrow.

"Oi! Listen, in the year five thousand, this was cutting edge!" the Doctor scolded. "What's happened to him?" he turned to Sarah Jane.

"Oh, one day, he just..." she made a "kaput" motion with her hands, "nothing!" the Professor frowned and petted K9's head.

"Well, didn't you try and get him repaired?" the Doctor pried. Mickey shook his head, while Rose stared. Neither of them had any idea what was going on.

"Well, it's not like getting parts for a mini-metro! Besides, the technology inside him could rewrite human science. I couldn't show him to anyone!" she explained, sounding a bit distraught.

"Ooh, what's the nasty lady done to you? Eh?" the Doctor cooed at K9, petting him when the Professor moved her hands away.

Mickey stared at him, Rose rolling her eyes, as he continued to stroke the metal dog, cooing all the while. Sarah Jane, however, threw Rose a triumphant glance. The Professor shared a look with Mickey at that, and they both almost cracked up again.

The entire time, the Professor got the feeling they were being watched.

"Look, no offense but could you two just stop petting for a minute? Never mind the tin dog, we're busy!" Rose implored, trying to be the rationalist.

The Doctor grinned, closed the boot, and sighed in satisfaction. The Professor glanced up as the bat-like creature flew past the moon, screeching.

**A/N: Woo new chapter! Did you like the little moment between Mickey and the Professor? I had to have somebody making fun of the Doctor and wondering how the heck anyone could ever fight over him. **

**Don't worry, though, the Professor's opinion on that will change in a bit. **

**Oh, and I wanted to include a flashback in there; that'll be the main literary device I use to explain the two Time Lords' friendship. Some of them will include the Master, but that's later on (much, _much _later on).**

**This chapter was originally going to be nearly twelve thousand words (oh my god no thanks), but I cut it down and ended it there. Next chapter; the Professor thinks about the reasons why she was exiled, and wonders exactly how credible the verdict of the High Council of the Time Lords actually was. **

**Also, dark Professor time! Woo hoo! Oh my god, am I excited for that. Also, we figure out whether or not she went insane at the same time as the Master, or later on... maybe it's a little bit of both, who knows (I do). **

**Thank you for the follows, favorites, and reviews! It's very kind of you, and I'm glad you have interest in this story. **

**~J**


	8. Chapter 8

Mickey and Rose stood by the counter of the chip shop, while the Professor, Sarah Jane, and the Doctor, sat at a table by the window. The old companion and the Doctor chatted and laughed while the Doctor tried to fix K9, who was placed on the table-top. The Professor wasn't joining in on the conversation; she sat and tinkered with various bits of equipment the Doctor had handed to her for her to fix. She frowned down at the particular piece she was working on, shaking her hand out and sucking her finger when a misbehaving wire cut it.

"You see, what's impressive is that it's been nearly an hour since we met her and I still haven't said 'I told you so'," Mickey remarked, grinning at Rose, who stared at Sarah Jane and the Doctor. She wrenched her eyes away from the two and stared at the counter instead.

"I'm not listening to this," she muttered.

"Although, I have prepared a little 'I was right' dance that I can show you later," he sniggered.

"Two quid, love," the shopkeeper requested, holding her hand out. Rose gave her the money, took the chips, and began scarfing them down immediately.

"All this time you've been giving it, 'he's different', when the truth is, he's just like any other bloke!" Mickey continued, watching her. They sat down at a table away from the other three, giving Rose a chance to glance over at the Professor.

She frowned when she saw the Time Lady wince and shake her hand out again, a small spot of blood appearing on her index finger. Every time she nicked her finger on the wire, she got more and more frustrated. She _could _use her sonic, but she wanted to keep her manual work as crisp as possible. She had been getting rusty, and so had K9, but literally.

The thing that bothered Rose was, well, the conversation they had shared in the TARDIS a while ago, about how no matter how much Rose wanted to, she couldn't be with the Doctor. The Time Lady obviously hadn't noticed it, but something in her voice had made Rose wonder... she shook herself out of that thought. No, the Professor was always making fun of him, there was no way... but...

"You don't know what you're talking about," Rose told him, looking away from the Professor.

"Maybe not. But if I were you... I'd go easy on the chips," he said, watching as Rose continued forcing them in like there was no tomorrow. She stopped, looked up, and didn't eat slower, but pushed them aside instead.

"Look, Mickey, you really don't. It's not... me and the Doctor, like you think, like I _used _to think. Honestly..." she glanced over at the other three again, surprised to see the Doctor getting up and going over to the Professor's side of the table, beginning to fret over her cuts.

"No, it's fine, I'm _fine, honestly_, Doctor," the Time Lady rolled her eyes, attempting to take her hands away, but the Doctor wouldn't let them go. He continued to mutter about how she should have just used her sonic or even _told _him that a wire was misbehaving. He ran the sonic over the cuts, watching as they healed right in front of them. Sarah Jane watched the altercation with a small, knowing smile on her face. That smile reassured Rose of something she'd been wondering about since she met the woman, and she immediately relaxed.

"It's always been them, since before the Doctor even met me," Rose continued, gesturing over to the two aliens. Mickey turned to look at them, and smiled as well. "They obviously don't see it, the nutters, but I do. They knew each other, they were friends, on Gallifrey. It's never been me and him, Mickey, it's always been them."

The Professor was nodding along with the Doctor's scolding, rolling her eyes every now and then. Finally, he was done, and he moved over to the other side of the table.

"I thought of you on Christmas Day. This Christmas just gone?" Sarah Jane started the conversation again. "Great big spaceship overhead; I thought, 'Oh, yeah. Bet he's up there'."

"Right on top of it, yeah," the Doctor remarked, grinning.

"Spaceship?" the Professor looked up at the two of them, intrigued. "Sorry, I was off who knows where when that happened, I suppose," she explained to the journalist.

"Oh! Well, when did you pick her up, Doctor?"

The two Time Lords glanced at each other.

"Er, bit of an accident, actually," the Time Lord muttered. "See, I meant to go to a planet that wasn't having-"

"An existential crisis, but, of course, he never can pilot a TARDIS to a calm location," the Professor finished. "I was on a newly human colonized planet, just passing through with a friend, Captain Jack Harkness. We thought there was nothing going on, but it turned out that the Daleks had gotten there first. We got the colonists underground, and, well, we approached the Daleks face-to-face at first, but you know how well that turns out. Anyway, I got shot, regenerated, and then managed to convince a rather... _human _Dalek and a few others to place hundreds of little code-activated explosives in the sort of cave the Daleks were living in, as well as their ships above. The Daleks complied, the Doctor ended up somehow getting into the bomb shelter, I threatened the other Daleks, gave them a chance to desist, and then I blew them up," she spread her hands out in front of her. "That was my day."

"You never change," Sarah Jane said. "You always give them a chance before you condemn them." the Time Lady shrugged and continued her work, while the Doctor looked back and forth at the two women.

"Sarah Jane, how do you know her that well?"

"Oh, I really don't. Do you remember that time we got split up on Gallifrey?" the Doctor nodded. "Well, I ran into her while she was on her exile, along with a thief that she told off and turned into an honest man in under three seconds."

"I helped her find you," the Professor grinned. "You always tell your companions not to run off, but somehow you're always doing that yourself." A bit of equipment made a beeping noise and she directed her attention to it, frowning.

"Was Rose on that spaceship as well?" the journalist asked cautiously, watching as the Doctor fiddled with some wires and nodded. "Did I do something wrong? Because you never came back for me. You just... dumped me."

The Professor got up abruptly, put the finished equipment next to the Doctor's elbow, and left the table, joining Rose and Mickey instead. Before she left, she patted the Doctor's shoulder as though wishing him good luck. He looked back at Sarah Jane and frowned.

"I told you. I was called back home, and in those days humans weren't allowed, not anymore," he fiddled with K9 some more.

"I waited for you. I missed you," she admitted. The Doctor brushed it off easily.

"Oh, you didn't need me! You were getting on with your life," he was feeling rather uncomfortable now, and glanced over at the Professor quickly. She was slumped over the table, mumbling something to Rose that made her laugh uproariously.

"You were my life." Startled, the Doctor looked up, about to stop her talking, but she continued. "You know what the most difficult thing was? Coping with what happens next, and with what doesn't happen next. You took me to the furthest reaches of the galaxy, you showed me supernovas, intergalactic battles and then you just dropped me back on Earth. How could anything compare to that?"

"All those things you saw... do you want me to apologize for that?" the Doctor asked, brow furrowed.

Meanwhile, the Professor preferred to be involved in lighter conversations that didn't involve the Doctor's problems with his inability to analyze women. Rose and Mickey were chatting, laughing, and telling jokes, so she sat in, not speaking, hoping that the happiness of their talk would flow to her by osmosis, but it didn't seem to be working. Ever since she'd tasted that one chip, she'd been in a black mood for some reason.

She _did _recognize the oil, but she just couldn't place it. It was on the tip of her tongue, but the memory of it was from her "disappearance", so it was foggy. Some sort of oil that some species reacted to badly, a species who's name started with a K... she shook her head, annoyed that she couldn't figure it out. Even if she delved deeper into the Omniscient part of her mind, the memories were still foggy, but they got sharper every day.

Every time she went through the memories, a faint suspicion clouded the back of her mind. Her two-hundred-year-long exile had been set in place by the High Council of the Time Lords, who had declared her "unstable" and "murderous". They had told her, sitting there in that little chair, surrounded by old friends and family, that she had killed thousands of innocent civilizations out of pure spite. She had never questioned their verdict; she welcomed it, because she didn't remember what she'd done.

But now, she was starting to wonder whether they'd lied to her.

Each memory was still foggy, yes, but, each memory never involved innocent people. It was always some race that had committed genocide of some sort or was planning genocide against an innocent species, and she always stopped them, much like the Doctor had. She didn't remember how she'd stopped them, but she did remember an odd blue light that they seemed to be terrified of.

Something told her the blue light was something that she should be afraid of, too.

"Professor?" She jerked her head up; Rose was frowning at her.

"Hmm?"

"You all right?"

"Oh, sure, of course, just, you know... thinking," she stammered, blinking away the dryness in her eyes from how long she'd been staring at the table.

"Looked like you were thinking pretty hard," Mickey joked. She gave a short shrug and looked around, jumping when the Doctor shouted.

"Oh, hey, now we're in business!" K9 had just sprung to life, and the Doctor had jumped to his feet in delight.

"Master," K9 greeted, tail "wagging" as his radar ears turned back and forth.

"He recognizes me!" the Doctor exclaimed, ecstatic.

"Affirmative," K9 responded. The Professor got up with Rose and Mickey and stood by the table, grinning at the robotic dog.

"Rose, give us the oil," the Doctor held out his hand. Rose fumbled for the vial and gave it to him. He was just about to dip his finger in the oil when Rose interrupted him.

"I wouldn't touch it, though, that dinner lady got all scalded," she warned.

"I'm no dinner lady," he turned around, then turned back. "And I don't often say that." After dipping his finger into the oil, he smeared it on a sensor K9 had put out, his finger unscathed. "Here we go. Come on, boy. Here we go," he muttered. The Time Lady next to him rolled her eyes.

"Oil. Ex- ex- ex- extract ana- an- analysing..." K9's systems struggled to project sound while analyzing the foreign substance. The Professor sat down again, patting the tin dog on the back.

"Listen to it, man! That's a voice!" Mickey said, delighted.

"Careful, that's my dog!" Sarah Jane warned, while the Professor frowned at the man. Mickey's grin dropped, looking rather sheepish.

"Confirmation of analysis; substance is Krillitane Oil," K9 announced, and the Professor jumped to her feet.

"They're Krillitanes," the Doctor said, shocked.

"I knew it!" the Professor covered her mouth. "It was on the tip of my tongue this whole time! I knew the oil tasted familiar!" she shook her head. "Damn my fuzzy memories." Suddenly, she stopped being joyful, and her face took on a very dark look. "Oh."

"What is it?" the Doctor asked, worried.

"Well, I remember what happened with _them, _now," she answered, still angry.

"And... Krillitanes are bad?" Rose inquired.

"Very," the Professor started, but cut herself off, shaking her head. "Sorry, some things are coming through, some things aren't."

"Think of how bad things could possibly be, and add another suitcase full of bad," the Doctor finished for her, putting a hand on her shoulder, still frowning.

"And what are... Krillitanes?" Sarah Jane asked.

"They're a composite race," the Professor answered this time. "Just like your culture is a mixture of traditions from all sorts of countries; people you've invaded or have been invaded by, you've got bits. Bits of Viking, bits of France, bits of whatever. The Krillitanes are the same. An amalgam of the races they've conquered. But, they take physical aspects as well; they cherry-pick the best bits from the people they destroy," she frowned again, something dawning on her...

"That's why I didn't recognize them," the Doctor nodded. "The last time I saw Krillitanes, they looked just like us except they had really long necks."

"What're they doing here?"

"It's the children," the Professor growled, hands clenching into fists. "They're using the children for their benefit; the oil heightens their intelligence, which is something the Krillitanes came to desire over time, instead of pure brute force." She glared out the window, unaware that she was frightening the other members of the group.

Rose thought, for a moment, that she saw her eyes flash bright blue. It was just for a second, but it went away quickly. It had to have been a trick of the light, but still. It seemed... fitting, for her. Like it was supposed to happen. It almost looked like the color of a spark you might see if you shock someone in the dark; a bright, almost white, silvery blue.

"I met them before," she continued, her knuckles white, "four hundred years ago, I met them. When I was the Omniscient, when my father pushed me over the edge, when I destroyed him and all the other..." she cursed in High Gallifreyan, starting to cry. "They made me forget. The Council, they forced the memories out so I wouldn't remember what I did, who I saved, so that they could replace the memories with false ones." She took in a deep breath of air, the extra oxygen in Earth's atmosphere clearing her mind. "Never mind that," she muttered.

"The last time I saw the Krillitanes, they looked almost like this," she continued, calm now, "except for the really loud screeching noises and the elongated faces. They were trying to gather intelligence beyond their time, and were using several different species to do it. However, they used a much more primitive method to get information out of them," she glanced at the Doctor. "Torture." she gave a weak smile. "It appears they've gotten even dimmer since we last met; they don't recognize me. I suppose that's good, in a sense. They won't attack us on sight, they'll just try to get a look at us," she looked around at the others, who were all mildly shocked.

She shrugged.

"Yeah, I've got a bit of baggage, don't I?"

* * *

Mickey helped Sarah Jane hoist K9 into the boot of her car, both of them still quiet from the Professor's outburst. Neither of them knew the woman well, but she had seemed quiet and at ease with the world; less likely to be furious about _anything._ Still, the quietest people tended to have the most anger hidden away.

"So, what's the deal with the tin dog?" Mickey asked, breaking the silence.

"The Doctor likes travelling with an entourage," the journalist answered. "Sometimes they're humans, sometimes they're aliens, and sometimes... they're tin dogs." Mickey laughed. "What about you? Where do you fit in the picture?"

"Me? I'm their Man in Havana," he replied, enthusiastically, "I'm the technical support, I'm..." it hit him full in the face, and he staggered back slightly. "Oh, my god, I'm the tin dog," he sat down on the edge of the boot in shock, receiving a pat on the back from Sarah Jane while she grinned.

* * *

The Doctor and Rose exited the chip shop, the Professor following, though at a distance.

"How many of us have there been, travelling with you?" Rose asked, the thought having struck her the minute they met Sarah Jane.

"Does it matter?" the Doctor countered, glancing at her.

"Yeah, it does, if I'm just the latest in a long line. If the _Professor's _just the latest in a long line," her voice trembled a bit, though, surprisingly, not on her account. She was worried about the Professor being dumped off somewhere, along with her, left to live a life among humans, alone.

"As opposed to what?" he replied, hurt. As if he'd ever leave his best friend. He stared at the blonde, angry. The Professor had stopped long before they had, looking down at the pavement, a small frown on her face.

"I thought you and me were... but I obviously got it wrong, the Professor explained that to me, got it out of my head," she took a breath. "I've been to the year five billion, right, but this... now this is really seeing the future. You just leave us behind. Is that what you're going to do to me? To the Professor?"

"No. Not to you," he answered abruptly. Rose didn't like that he didn't include the Time Lady in his answer.

"But Sarah Jane... you were that close to her once, and now... you never even mention her. Why not?"

"I don't age. I regenerate," he began, only to be cut off by the human.

"Yeah, I know, the Professor told me."

"She- she did?" he glanced back at the Time Lady; now she was staring up at the sky, waiting impatiently for them to finish their conversation.

"Yes. Look, I get it. You keep on living, and you watch us wither and die, of course it hurts," Rose glanced back at the Professor, only to see her walking forward.

"You remember me talking about Scott, Rose?" the girl nodded. "I made a mistake. I believed, stupidly, that I could spend the rest of my life with him, just as long as I ditched my Time Lady essence," she paused. "I nearly gave it all up for a _human_. It was stupid and selfish of me to even think of doing that when I knew in the back of my mind that there was another, living, Time Lord out there."

"Scott?" the Doctor mumbled, but the Time Lady just waved a hand.

"That's why the Doctor doesn't talk about it; he nearly made the same mistake I did, without even knowing he was doing it."

That wasn't actually what he was going to say, but he had a feeling that the Professor had just stopped him from embarrassing himself, yet again. He didn't even want to think about the sort of reaction if he'd said what was on his mind.

Above them, Mr. Finch whispered, "Time Lord". Pleased that he'd found out who the two "teachers" really were, he hardly noticed when the Professor turned and narrowed her eyes at him and the other, fully formed, Krillitane that was on the roof. The Krillitane noticed, however, and swooped down, screeching. They ducked, but it just flew away.

"Was that a Krillitane?!" Sarah Jane exclaimed, looking around for it.

"But it didn't even touch her, it just flew off! What did it do that for?" Rose asked, looking to the two Time Lords for answers; it was the Professor who spoke up.

"It heard us; it knows what the Doctor and I are, but it needed to get a good look at the rest of you," she replied, glancing at the Doctor. He nodded. "I assume we're going to do something about that later?" Again, he just nodded. "Oh, very helpful," she sighed, rolling her eyes.

* * *

The next morning, the school bell rang and the students flocked to the doors. The Doctor, Mickey, Rose, Sarah Jane, and the Professor got out of Sarah Jane's car, the Professor grumbling about being put in the middle seat of the back, and stride towards the school, awaiting instructions from the Doctor. He paused for a moment, then turned and pointed to them.

"Rose and Sarah," he began, "you go to the Maths room. Crack open those computers, I need to see the hardware inside. Here, you might need this," Rose held out her hand for the sonic, but he tossed it to Sarah Jane instead. Rose gave him a peeved look, which he ignored. The Professor looked up at the sky to stop herself from rolling her eyes. "Mickey; surveillance. I want you outside."

"Just stand outside?" Mickey asked, incredulous.

"Here, take these; you can keep K9 company," Sarah Jane offered, tossing him her car keys. He snatched them out of the air, giving them a look of disbelief.

"Don't forget to leave the window open a crack," the Doctor reminded.

"But he's metal!" Mickey shouted.

"I didn't mean for him!" he retorted.

"What about me?" the Professor asked, at the same time Rose asked, "What're you gonna do?"

"Professor, you and I are gonna have a word with Mr. Finch," he frowned when the Time Lady closed her eyes for a moment, her face paling. "If you're up to it," he added softly. She nodded, and they went their separate ways.

* * *

A pair of shiny black shoes walked down the corridor, coming to a stop after a moment. Mr. Finch looked up to find the Doctor leaning over the stairwell, staring down at him openly, with the Professor beside him, her look much more angered. After giving the pair a hard glare, Mr. Finch went on his way, while the Doctor continued up the stairs, pulling the Time Lady with him.

* * *

The Professor pushed open a door to the swimming pool, making no comment when the Doctor protested that he would have held the door open for her. Mr. Finch stood at the other end, obviously waiting for them.

"Who are you?" the pair asked in unison.

"My name is Brother Lassa," the "headmaster" answered. "And you?" his question was only directed to the Doctor, making the Professor bristle.

"The Doctor-"

"Ah, yes. And you..." he looked at the Professor, cocking his head. "You must be the famous Omniscient," the Time Lady cringed. "Sometimes the Warrior," he mocked, "and sometimes the Savior."

"I haven't heard that one before," she commented.

"Of course, you don't remember, do you?"

"Honestly, I have no patience for your mocking. Doctor, get on with it," she muttered, turning away, angered.

"Since when did the Krillitanes have wings?" he continued, concerned for his friend but unwilling to comfort her in front of a foe.

"It's been our form for nearly ten generations, now. Our ancestors invaded Bessan," he explained. "The people there had some rather lovely wings. They made a million widows in one day, just imagine."

"And now you're shaped human," the Professor added, turning around.

"A personal favorite, that's all."

"And the others?" the Doctor asked.

"My brothers remain bat form. What you see is a simple morphic illusion; scratch the surface and the true Krillitane lies beneath," the headmaster elaborated. The three of them began heading towards the same side of the pool. "And what of the Time Lords? I always thought of you as such a pompous race. Ancient, dusty senators, so frightened of change and... chaos. And of course: they're all but extinct. Only you. The last Time Lord and Lady. How fitting."

"This plan of yours; what is it?"

"You don't know?"

"That's why I'm asking."

"Oh, but I'm sure the Omniscient has guessed," they were now facing each other, and tension built between Time Lady and Krillitane when the name was mentioned.

"I have, but I'd rather not say, in case it ends up being too clever for you," the Professor grinned. "You always were a rather dim species, in my opinion."

"Well, show me how clever you are; work it out," Mr. Finch ignored the Professor's comment.

"If I don't like it, then it will stop," the Doctor threatened. The leader of the Krillitanes considered him.

"Fascinating. Your people were peaceful to the point of indolence, well," he glanced at the Professor, "aside from the Omniscient. You seem to be something new. Would you declare war on us, Doctor? I know she would."

"I'm so old, now. I used to have so much mercy," he said, quietly. He almost didn't notice when the Professor took his hand, lacing her fingers with his, offering some sort of comfort while he stared down the Krillitane. "You get one warning; that was it." He turned his back on Mr. Finch, frowning when the Professor dropped his hand and stayed where she was while he walked away.

"But we're not even enemies! Soon, you will embrace us," the headmaster warned. The Doctor turned around, suspicious.

"Well, _I_ won't. I've seen enough of what you do, and if he joins you?" the Professor glared at the Krillitane. "Then I'll snap him out of it, and I will _end _you," she raised a hand, blue, crackling energy on her fingertips. "Or, do you not remember what it is I can do?" For a moment, the leader's eyes went as wide as the Doctor's, then he chuckled.

"My people remember what you did quite well, Warrior, but... the next time we meet, you will join with me, I promise you." With that, he turned and walked out of the room, a knowing smile on his face. The two Time Lords watched him go with narrowed eyes. Once he was gone, the Professor crushed the blue energy in her hand and fought the urge to shout at something.

"Professor..."

"If you're wondering why the hell I could threaten a Krillitane with a bit of light, ask me later; we don't have time for this." With that, she dragged the Doctor out of the room as well, and went off to find Sarah Jane and Rose.

* * *

Mickey wound down the car window, grumbling. He folded his arms, looking more than a little annoyed.

"'Surveillance'," he scoffed. "If you ask me, it's just another way of saying, 'go sit at the back of the class with the safety scissors and glitter'." He glanced at K9, who had his head poked between the two front seats but was turned off, and sighed. "That'd be me talking to a metal dog, then."

* * *

Sarah Jane was crouched beneath one of the desks in the Computer Lab, trying to use the sonic screwdriver. When nothing happened, she popped up from under the desk, hit the keyboard in frustration, and glared at the sonic. Rose eyed her with mild amusement and distaste, sitting, legs crossed, on one of the chairs nearby.

"It's not working!"

"Give it to me," Rose offered, well, ordered, more so, taking the screwdriver, rolling her eyes, and ducking under the desk.

"Used to work first time in my day," Sarah Jane recalled.

"Well, thing's were a lot simpler back then," Rose replied, turning the sonic screwdriver on. It whirred as she held it to the back of the computer, waiting for it to boot up.

"Rose, can I give you a bit of advice?" the journalist began, hesitantly.

"I've got a feeling you're about to," Rose said, straightening up.

"I know how intense a relationship with the Doctor can be, and I don't want you to feel I'm intruding-" she was cut off by Rose.

"I don't feel threatened by you if that's what you mean. I'm just worried about the Professor," Rose responded, still defensive.

"Right. Good. Because, I'm not interested in picking up where we left off." If they were both honest, they would each have said something quite different. Both humans had had feelings for the Doctor that still lingered, but neither wanted to get in the way of a Time Lady. Though, there seemed to be nothing going on between the pair. However, those feelings were still there, so each woman was defensive in her own way, still fighting over the Time Lord.

"No? With the big sad eyes and the robot dog? What else were you doing last night?" Rose asked, now on the offense.

"I was just saying how hard it was adjusting to life back on Earth-" Rose stood and walked away a few paces, ignoring the reply.

"The thing is, when you two met, they'd only just got rid of rationing," she turned around with a mocking look on her face. "No wonder all that space stuff was a bit too much for ya." Sarah Jane bristled visibly.

"I had no problem with space stuff; I saw things you wouldn't believe," she walked up to Rose, indignant.

"Try me," Rose challenged coldly.

"Mummies."

"I've met ghosts."

"Robots! Lots of robots."

"Slitheens. In Downing Street."

"Daleks!"

"Met the Emperor," Rose snorted.

"Anti-Matter monsters."

"Gas masked zombies."

"Real living dinosaurs!"

"Real living werewolf!"

"The Loch Ness Monster!"

"...Seriously?" Rose was stumped. Sarah Jane just covered her mouth and shook her head, starting to laugh. Rose smiled, chuckling. "Listen to us. It's like me and my mate Shireen; the only time we fell out was over a man, and..." she grinned. "We're arguing over the Doctor. No wonder the Professor was laughing so hard." Sarah Jane relaxed against a desk, and Rose looked at her a moment. "With you, did he do that thing where he'd explain something at like, ninety-miles-per-hour, and you'do, "what?" and he'd look at you like you'd just dribbled on your shirt?"

"All the time!" They both laughed. "Does he still stroke bits of the TARDIS?"

"Yeah, yeah! He does! I'm like, "do you two wanna be alone?" And then the Professor just gives him a look like, 'whoa, mate, give it a rest'!"

They started to laugh, madly, clutching one another just to stay upright, when the Doctor walked in.

"How's it going?" The Professor bounded in after him, a bewildered look on her face as the women started to laugh harder. "What?" he asked, oblivious. "Listen, I need to find out what's programmed inside these." Taking no notice of him, the girls began falling about, laughing hysterically. Rose pointed the sonic at him, unable to hold it up long enough. Beside the Doctor, the Professor started trying to smother her giggles. "What?" he turned to her, and saw her covering her mouth. "Stop it!"

* * *

Mr. Finch entered his office, where the rest of the Krillitanes, disguised as school staff, sat around a table.

"Brothers, we must initiate the final phase," he began. "Get the children inside and seal the school. Our time has come, my brothers; today, we shall become Gods."

* * *

On the playground, the students milled about, playing games and chatting. The bell rang, signaling the end of the break.

"All pupils to class immediately. And, would all members of staff congregate in the staff room," a voice came over the speaker, and the children followed the orders without hesitation, moving indoors... with the exception of Kenny. Melissa paused when she walked past him, smiling.

"Break time's finished early. Isn't that fantastic?!" Kenny gave her an odd look, waited for the last possible moment, and then reluctantly followed the crowd of students.

* * *

Some of the students clambered to get into the IT Suite that was occupied by Rose, Sarah Jane, the Doctor, and the Professor. Rose opened the door and shooed them away.

"No, no; this classroom's out of bounds. You've all gotta go to the South Hall. Off you go, South Hall!" the kids grumbled but moved away, allowing Rose to close the door and turn around to the others.

The Professor had the Doctor's sonic in her hand, muttering about how she'd barely had any chances to use her own, while the Doctor tore out a handful of wires from a computer. He traded the wires for the sonic, running the screwdriver along the back of the computer. The Time Lady continued to mutter, saying it wouldn't work, while Sarah Jane eyed them anxiously.

"I can't shift it!"

"Told you!" the Professor shook her head. "It's deadlocked."

"I thought the sonic screwdriver could open anything!" the journalist exclaimed, incredulous.

"Anything except a deadlock seal. There's gotta be something inside here... what're they teaching those kids?" he looked to the Professor for an answer, but she shrugged.

"When I met them last, they were using adults, not children. I've got no idea what they could be having them do," she admitted, frowning.

* * *

Mr. Wagner, one of the Krillitanes, held a door open for students that were eagerly pushing their way into the classroom. Kenny, left outside as he had lagged behind, hesitated. He remembered what the "teacher" had been, and suddenly didn't like how enthusiastic the other students were. So, he took a few steps backward, hoping against hope that he wouldn't be caught.

* * *

Mr. Finch walked into his office, having just eaten all the teachers, and sat behind his desk.

"Close the school," he ordered into the mic, tapping a few keys on his keyboard, smiling in satisfaction and quietly burping into his hand when the text "SECURITY OVERRIDE" flashed on the screen.

* * *

Every entrance to the school slammed shut and locked, while Mr. Wagner brought the strange green code up onto the children's computer screens again. Their heads snapped up, just like before, and they started typing away furiously.

* * *

In the IT Suite, the green code scrolled down those screens as well, including the large one at the front of the room.

"You wanted the program? There it is," Sarah Jane gestured to the screen.

"Some sort of code," the Doctor mused, staring at it, giving the Professor a look. Again, she shook her head, not recognizing it.

* * *

Kenny ran down the halls, looking through every door window and seeing the same thing, over and over; the entire school, completely engrossed in the computers. Terrified, he ran back in the direction he came from, bounding down the stairs. He tried the main doors, but, finding them locked, he rattled them instead. Mickey, noticing him, immediately got out of the car to get a better look.

* * *

The Professor's eyes widened slowly, mouth dropping open, as the Doctor reached the same conclusion as her.

"Doctor..."

"No, no, they _can't _be," he denied, glancing at her and back at the screen.

* * *

Kenny, seeing Mickey, started shouting through the closed doors.

"They've taken them all!" he yelled, sounding a bit hysterical.

"What?"

"They've taken all the children!" Mickey ran back to the car and ripped the blanket off K9, pressing buttons frantically, willing the metal dog to start up.

"Come on, I need some help!" out of desperation, he whacked the dog on the head, then looked away, helpless.

"System restarting. All primary drives functioning," K9's tail wagged and his ears moved, while Mickey grinned.

"You're working! Okay, no time to explain, we need to get inside the school. Do you have like, I dunno, a lock picking device?"

"We are in a car." If only robots could have sarcasm.

"... Maybe a drill attachment?"

"We are in a car," K9 repeated, surely wishing that he had a "sarcasm" attachment in his software.

"Fat lot of good, you are," Mickey lamented, annoyed.

"We are in a car," K9 said, for the third time.

"Wait a second..." Mickey fought the urge to whack himself upside the head. "We're in a car!" He shouted to Kenny, "Get back!" The boy squinted through the window, wondering what the man's plan was.

* * *

"The Skasis Paradigm," the Professor muttered, taking the Doctor's hand and squeezing it, realizing that they would both probably need the comfort.

"The Skasis what?" Sarah Jane looked between the two, confused.

"They're trying to crack the Skasis Paradigm," she explained, letting the Doctor gather his thoughts, absently allowing her hand to move up to his hair and play with it, which did not go unnoticed by the two other women. They glanced at each other, grinning, oblivious to the situation they were in. "The... God-maker," she continued, frowning. For some reason, she was having trouble thinking with her hand in the Time Lord's hair. "The universal theory... crack that equation and you'll have complete control of the building blocks of the universe. Time, space, and matter, yours to control." She sighed, removing her hand from the Doctor's hair. "I thought it was just a story..."

"What, and the kids are like a giant computer?" Rose asked.

"Yes," the Doctor took control, well aware that it would be painful for the Professor to talk about, considering her outburst before. He started to pace, running his hands through his hair, working it out. "And their learning power is being accelerated by the oil! That oil from the kitchens, it works as a... as a... conducting agent! Makes the kids cleverer." The Professor was nodding along.

"But that oil's on the chips. I've been eating them," Rose added, a little worried.

"What's sixty-two times fifty-one?" the Professor quizzed.

"Three thousand, one hundred and sixty-two," she answered, then covered her mouth. The Doctor gave her a "that says it all" look. "Oh my god..."

"But why use children? Can't they use adults?" Sarah Jane asked, this time looking at the Professor. She shook her head.

"No, it's gotta be children. The God-maker needs imagination to crack it. They didn't try using the Paradigm last time; they just needed intelligence, and that was all the adults had. They're not just using the children's brains to break the code," she sighed, "they're using their souls."

Mr. Finch walked into the room, smiling and spreading his hands, "Let the lesson begin." The two Time Lords turned to face him, automatically taking each other's hands to act as a shield between the Krillitane and the humans. "Think of it, Doctor, Professor; with the Paradigm solved, reality becomes clay in our hands. We can shape the universe and improve it." The Professor bristled, quite aware that he was trying to manipulate them.

"Oh yeah? The whole of creation with the face of Mr Finch," he grinned when the Professor laughed beside him. "Call me old fashioned, but I like things as they are."

"You act like such a radical, and yet all you want to do is preserve the old order. Think of the changes that could be made if this power was used for good," the Krillitane's voice was soft, acting the innocent.

"What, by someone like you?"

"No... someone like you. Someone like the Professor, who has the power to do such a thing already, but refuses to use it out of fear." The Professor glared at him.

"I'm not afraid of it, I just understand the cost. Doctor, you can't actually be-" she stopped, seeing his face, how the Krillitane's answer was not the one he had been expecting.

"The Paradigm gives us power, but you could give us wisdom. Become a God. At my side. Imagine what you could do, think of the civilizations you could save. Perganon, Assinta... your own people, Doctor. Standing tall. The Time Lords... reborn. Professor," he turned to the Time Lady. "You know of the power you have... why not use it? Why not use it to do as you did so long ago? All the people you raised from fire and despair..." The Professor locked eyes with him.

He knew.

He knew what had really happened, and he knew she couldn't quite remember. She didn't want to believe him, but... his turn of events was much more appealing than the one the Council had offered her.

What if, during the time she went mad, instead of destroying civilizations, she had saved them? What if she could do it again?

...Would she? Would she agree to it, after what the Krillitanes were doing to children? Would she agree to it, no matter how much they reminded her of what her father had done during the Time War?

She didn't think so. But... she glanced over at the Doctor, and let out a sad sigh. He was considering it; she had known he would.

"Doctor, don't listen to him," Sarah Jane pleaded, while Rose stood to the side, out of her depth. Mr. Finch turned to both of them instead, knowing he had the Time Lord's attention.

"And you could be with him throughout eternity. Young, fresh, never wither, never age, never die. Their lives are so fleeting. So many goodbyes. How lonely you must be, Doctor," he turned back to the Time Lords. "Join us."

The Doctor had a wistful, faraway look in his eyes, so terribly tempted.

"I could save everyone..." the Professor bit her tongue to stop herself from speaking out too early, tasting blood.

"Yes."

"I could stop the war..."

"No," finally, she had to speak up, apparently right before Sarah Jane had the chance. She nodded to the woman, grateful, but indicating that she could, she _needed to_, handle this.

"I, for one, will _not _agree to this," she frowned at Mr. Finch. "You speak of change, of a new vision of freedom, of love, and all the pain gone from the worlds. You act as though that's how the universe works; you make us think that you could forcethe universe to work like that, while you would simply rip it apart. You use children, like my father did. You use them in hope of a better age, of winning a never-ending war, the same as him." She took a breath and turned to the Doctor.

"This isn't how the universe works; you know that. Everything ends, everything has it's time. We know that better than most," she took his hand, and he slowly allowed himself to look at her. "Pain and loss? They define us, though they're not supposed to. We're Time Lords, we're not allowed to feel such things. But... they're our humanity. They take us apart from the others, and you know what would happen if they came back. Pain, loss, happiness, love... they're what we're given, and the good things end, while the bad things live on. I know that, I've experienced it, and so have you. So please, listen to me, or I've already lost you."

That seemed to strengthen his resolve, while Mr. Finch's eyes closed, knowing that he'd lost. The Doctor gritted his teeth, picked up a chair, and hurled it through the screen displaying the code.

"Out!" He ordered, grabbing the Professor's hand, no time to thank her, and pushing the two humans out of the room.

* * *

Mickey had started the car and was driving it straight towards the school, right through the doors, smashing the glass. He jumped out, shouting a "Come on!" to Kenny.

* * *

Mr. Finch, on the stairs, let out an odd screech that echoed through the halls, signaling the others to morph into their true bat-like forms.

* * *

Kenny and Mickey ran into the other four at the bottom of the stairs, panting.

"What's going on?"

Three Krillitanes half flied, half crawled their way along the corridor to them. The Doctor pulled the Professor along again, turning on his heels and leading the way in the opposite direction. Two of the Krillitanes separated from the other at the end of the hall, so only one pursued them. They ran into the cafeteria, trying the doors on the other side, finding them locked. The Doctor reached into his coat for the sonic, just as Mr. Finch burst through the doors followed by several other Krillitanes.

"Are they my teachers?" Kenny asked, dreading the answer.

"Yeah," the Professor replied.

"Sorry," the Doctor added.

"Leave the Doctor alive," Mr. Finch ordered his brothers. "As for the others... you can feast."

"Oh, great, thanks for condemning me," the Professor rolled her eyes as the Krillitanes swooped down on them. The Doctor tried to beat them away with a chair, while the humans screamed and tried to duck out of the way. The Professor just stood, waiting for one of the creatures to be bold enough to attack her. When one did, a loud crackling noise burst through the room and the smell of something burning filled the air.

The Doctor glanced back at the Time Lady, almost laughing when he saw a Krillitane, burnt to a crisp, lying in front of her, while she gave him an innocent grin. Suddenly, another Krillitane fell to the ground, dead.

"That wasn't me," the Time Lady commented, chuckling when another red laser was fired at the Krillitanes. K9 rolled in, laser gun firing once more. Mr. Finch roared, more at the Time Lady than the metal dog.

"K9!" Sarah Jane shouted.

"Suggest you engage running mode, mistress," K9 shot again.

"Come on!" The Doctor ushered the others away, while K9 continued to shoot. "K9, hold them back!"

"Affirmative, master. Maximum defense mode!"

"Come on!" The Doctor reached a door, and pushed the others through, the Professor slamming it shut once they were all out, locking it with her own sonic.

"Power supply failing," K9 was still shooting, but the Krillitanes were getting bored.

"Forget the shooty dog thing," Mr. Finch said, exasperated.

"Power supply failing..." he shut down.

* * *

"It's the oil. Krillitane life forms can't handle the oil! That's it!" the Doctor had a sudden brainwave. "They've changed the physiology so often, even their own oil is toxic to them. How much was there in the kitchens?"

"Barrels of it!" Rose answered.

"Y'know, I could've told you that the oil was toxic to them ages ago," the Professor muttered, rolling her eyes.

"Can you give me one accomplishment?" the Doctor pleaded, annoyed. The Time Lady stuck out her tongue at him. The others jumped when the Krillitanes started clawing at the door, ripping holes in it. "Okay, we need to get to the kitchens. Mickey-"

"What now, hold the coats?" he huffed.

"Get all the children unplugged and out of the school. Now then, bats, bats, bats, how do we fight bats?" the Professor ran a hand through her hair, following the Doctor's pattern of pacing. Kenny, apparently, had the answer; he smashed his elbow into the fire alarm, breaking the glass and setting it off. Immediately, the Krillitanes winced and quailed at the shrill sound. The Doctor beamed and threw open the door; with the Krillitanes in too much distress to hurt them, they run past. Finch, his teeth gritted, punched his hand through the wall and ripped out a bundle of wires, cutting off the sound.

"Get after them," he strode down the staircase, and the other three, now recovered, followed him.

* * *

**A/N: Splitting this into two chapters... there's a lot of stuff that's gonna happen, don't worry! **

**I'm kind of excited for the next chapter, for reasons that you won't know until I post it. It makes me happy, though!**

**Anyway, thanks for the reviews, follows, and favorites!**

**~J**


	9. Chapter 9

The five of them sprinted down a corridor, the Professor skidding to a stop when K9 emerged from a doorway.

"Master!"

"Come on, boy! Good boy!" the Doctor beamed as K9 trundled along with them as fast as he could.

* * *

Mickey burst into one of the IT suites, taking a moment to look around in shock at all the kids engrossed in their computers before getting a hold on himself.

"Okay, listen everyone, we've gotta get out of here." No one took any notice of him, too sucked into the program. Bewildered, Mickey stared at a monitor, then waved his hand in front of Melissa's face and received no response at all.

* * *

The group, now six of them, had reached the kitchens. The Doctor immediately held the sonic screwdriver to one of the barrels.

"They've been deadlock sealed!" He tried another, only to find the same result. "Finch must've done that. I can't open them."

"The vats would not withstand a direct hit from my laser. But my batteries are failing," K9 suggested.

"Right,' the Professor knew what they had to do. "Everyone out the back door. K9, stay with me and the Doctor." Sarah Jane, Rose, and Kenny ran to the back door, leaving the two Time Lords crouched in front of the metal dog.

* * *

Mickey was at the head computer trying to stop the code, without much luck and a very confused look on his face. Then he noticed the protective casing covering the wires that wound around the room. He followed it, and, upon realizing they all went to the same plug, pulled the plug out of the socket. All the computers went dead and the socket sparked.

"Everyone get out, now!" He ordered, once the students recovered from their trance. They immediately got to their feet and moved to the door. "Come on, move! Let's go, let's go!

* * *

The Doctor helped the Professor move the vats of oil within easy shot for K9, noticing the small frown on her face.

"Capacity for only one shot, Master. For maximum impact, I must be placed directly beside the vat," K9 told them. The Doctor rushed over to him, bending down.

"But you'll be trapped inside!"

"That is correct."

"I can't let you do that."

"No alternative possible, Master."

The Doctor looked over his shoulder when he heard the Krillitanes screeching in the background. While he was distracted, the Professor moved towards K9, placing a hand on his head.

"Goodbye, old friend," the Doctor said, realizing what had to be done.

"Goodbye Master, Mistress." the Professor beamed when he addressed her.

"You good dog."

"Affirmative," K9 waggled his tail and ears as the Doctor placed his hand on his head briefly, then dashed off, pulling the Professor along. The metal dog trundled off towards the vat, while the Time Lords emerged outside. The Doctor slammed the door shut, locking it with the sonic.

"Where's K9?" Sarah Jane asked, urgently.

"We need to run," the Professor said, quietly, as the Doctor began to run.

"Where is he?! What've you done?!" Sarah Jane yelled after him, not moving, but the Professor took her hand gently and tugged her away.

* * *

Mr. Finch and his brothers entered the kitchen, looking around. "When you find him... eat him if you must, but bring me his brain." K9 raised his head as the Krillitanes smirked at him. "The little dog with a nasty bite," Mr. Finch said, mockingly. "Not so powerful now, are you?" However, it took only one shot from K9 to make the vat of oil explode all over the Krillitanes.

* * *

Mickey was caught up in the crowd of children running out of the school. "Come on, guys! Let's go, let's go!"

* * *

The Krillitanes writhed and wailed in agony, "Burning!" one of the dinner ladies shouted.

"You bad dog," Mr. Finch said to K9, almost growling.

"Affirmative."

With that, the school exploded, with the children and others a safe distance away. The students assembled outside all cheered and applauded, and Mickey and Rose joined in, laughing and hugging each other.

"Yes!" Kenny shouted, when Melissa turned to him.

"Did you have something to do with it?"

"Yeah, I did." Her mouth dropped open.

"Oh my God," she turned and started shouting to everyone else. "Kenny blew up the school! It was Kenny!" The children started to cheer even louder, shouting Kenny's name and patting him on the back. Only the Doctor, the Professor, and Sarah Jane stood apart from the merriment. Sarah Jane especially, due to how distraught she looked.

"I'm sorry," the Doctor said, while the Professor put an arm around the woman's shoulders.

"It's all right. He was just a... daft metal dog. Fine, really," she said, too quickly, bursting into tears when she was done. The Doctor hugged the two women to his side, while Rose looked back up at the school with Mickey.

* * *

It was a beautiful day in a park, with the TARDIS standing there, a bit out of place. Sarah Jane walked up to the box, jumping back and laughing when the Professor stuck her head out and grinned at her. The Doctor stepped out of it, gesturing inside.

"Cuppa tea?"

He stepped aside and allowed the journalist to walk through the doors, watching as she ogled the interior. The Professor shut the doors behind them and moved to join her stopped by the Doctor whipping out two bags of Jelly Babies.

"Here," he muttered, and she grinned, taking them happily.

"You've redecorated!" Sarah Jane exclaimed, while the Professor popped a Jelly Baby into her mouth, contemplating the taste. The Doctor eyed the Time Lady for a moment, satisfied when she nodded at him.

"Do you like it?" he asked the journalist.

"Oh, I, I do. Yeah. I preferred it as it was, but uh... yeah. It'll do!" she looked around, spotting Rose.

"I love it!"

"Hey, you," she smiled. "What's forty seven times three hundred and sixty nine?"

"Seventeen thousand three hundred and forty three," the Professor mumbled through a mouthful of Jelly Babies, nearly spitting them out when the Doctor elbowed her.

"No idea," Rose smiled. "It's gone now; the oil's faded."

"But you're still clever. More than a match for him."

"You and me both." Sarah Jane nodded. Rose looked to the Doctor, who was fiddling with the computer, the Professor slapping his hands away when he did something wrong, as though prompting him to say something. "Doctor...?" Both of the Time Lords looked around at them.

"Um... we're about to head off, but... you could come with us," he put his hands in his pockets. Rose smiled at the journalist, waiting. The Professor, however, knew what she would say; her smile was rather sad. Indeed, Sarah Jane looked from happy face to happy face, but shook her head.

"No... I can't do this anymore." The Doctor and Rose's smiles faded slightly. "Besides, I've got a much bigger adventure ahead! Time I stopped waiting for you and found a life of my own," she continued enthusiastically.

"Can I come?" Mickey spoke up. Sarah Jane looked surprised, but Rose knew his meaning and looked none too pleased. "No, not with you, I mean..." he gestured to the Time Lords. "With you," he paused a moment. "Cos I'm not the tin dog, and I want to see what's out there," he explained. Rose mouthed a "no" at the Doctor, and the Professor shot her a frown.

"Oh, go on, Doctor. Sarah Jane Smith, a Mickey Smith. You need a Smith on board!" Sarah Jane insisted.

"Okay, then, I could do with a laugh," the Doctor agreed, cheery. The Professor flicked the back of his head when he walked away, sparking an argument between the two.

Rose rolled her eyes, while Mickey laughed in delight, though his happiness faded a bit when he noticed Rose's lack of response. "Rose, is that okay?"

"No, great. Why not?" she said, sarcastically.

There was a rather awkward silence between the three, while the Doctor and the Professor still argued about whatever it was they were arguing about. Sarah Jane caught a snippet of it and found it to be a silly argument, so she didn't worry too much.

"Well, I'd better go," the Time Lords turned around, smiled at her, then glared at each other, turning their attentions back to the computer and the console, the two bags of Jelly Babies occasionally being grazed on. Sarah Jane pulled Rose away, wanting a word with her.

"What do I do?" Rose asked quietly, looking over at the Doctor, nearly grinning when the Professor gave him a Jelly Baby as a peace offering and scowling when he didn't take it, eating it instead and grinning smugly. "Do I stay with him?" Sarah Jane turned her around and gave her a look.

"Stay with _them._ If anything happens between them, don't get in the way, but just have fun." She hugged Rose. "Find me... if you need to, one day. Find me." Rose gave her a small smile. The Doctor stuck his tongue out at the Professor (an action that Rose was getting used to), and held the doors open for Sarah Jane, who stepped out of the TARDIS for the last time. The Doctor followed her, waiting instinctively for the Professor to follow so he could help her out, but then he remembered they'd had an argument and she probably wouldn't come. To his surprise, she stepped out, but ignored his hand.

"It's daft. But I haven't ever thanked you for that time, and like I said; I wouldn't have missed it for the world," Sarah Jane smiled at him.

"Something to tell the grandkids," the Doctor grinned back.

"Oh, I think it'll be someone else's grandkids now," she said.

"Right. Yes, sorry, I didn't get a chance to ask. You haven't... there hasn't been anyone...? You know...?" He rubbed the back of his neck, looking distinctly awkward.

"Well... there was this one guy. I traveled with him for a while. But he was a tough act to follow," she laughed slightly at the Professor's look of disbelief. "To us humans, Professor, he's a wonder of the universe," she explained. The Professor only shrugged.

"I always thought he was a bit of a dunce, but that's just me," she ducked to avoid the Doctor flicking her head.

"Goodbye, Doctor, Professor," Sarah Jane said, chuckling at the dark looks they gave each other.

"Oh, it's not goodbye!" the Doctor said, shaking his head.

"Say it, please. This time. Say it," she pleaded.

"Goodbye, my Sarah Jane," he complied, throwing his arms around her and lifting her straight off the ground in a final embrace. The Professor chose to whistle quietly and look around until they parted, Sarah Jane opening her arms for another hug. She smiled and accepted, hugging her tightly, though unable to lift her off the ground like the Doctor had done.

Done with the goodbyes, the two Time Lords stepped back into the TARDIS, grinning knowingly at each other when they piloted the TARDIS back into the vortex; Sarah Jane would find quite the surprise once the box faded away, for they had built a K9 Mark IV.

The Professor had high hopes for the pair, and had a feeling that Sarah Jane wouldn't stop with her adventures now.

* * *

_The Time Lady pulled at the strange, scratchy, lacy sleeves she was forced to wear. The big ugly hat on her head was giving her a headache, too. Why the Time Lords had such a warped sense of fashion, she'd never know. All she really cared about just then was getting home and ripping the stupid outfit off, though her mother continued to scold her when she said the fact out loud. _

_She was waiting for her name to be called by the booming voice that echoed through the large, ornate, golden room. It was her father's voice, Rassilon, the Lord President. She thought it was strange that he had somehow been elected; she didn't care for him that much, he never really treated her with much kindness other than a gruff pat on the back when she meekly agreed to being called "the Omniscient". For a time, anyway. She liked "the Professor" much better._

_He probably wouldn't even give her a handshake once she was initiated, no matter how big of a ceremony it was. She sighed at that; at least her mother and brother would give her some amount of praise, but her father never seemed pleased by what she accomplished. Her brother always got praise, but she wasn't jealous; he was bigger, smarter, and also male, so it was no surprise. It was more of the natural order in Time Lord society._

_The initiation into the Academy had always been a big deal; once, the initiation had always happened on the day of your eighth birthday. Later, that proved to be a problem, when the High Council realized that they needed to have large, general age groups. Once the program was changed, you picked one offered day out of the year to be initiated. _

_Most Time Lords, after looking into the Untempered Schism, either ran away or were inspired. Some, like the Master, had gone insane. Zeta knew that, she'd always known that. After he came home from the initiation he'd never been the same. _

_It didn't surprise her that he'd gone mad, not really. The Schism was odd, she thought, looking into it. She could see a lot of things, but they didn't scare her. She could see how the universe came to be, she could see beyond the universe, and she could see how all universes would end. She wondered, briefly, if her new-to-be classmates were just cowards; most of them had run away, going on about how it hurt their heads. _

_She didn't mind it; it made her feel strong, but oddly unimportant at the same time. It was a humbling feeling, and it gave her a sense of relief. She wasn't going to destroy the universe, so that was good. But, when she looked into the swirl of time and space, she could feel something snap- well, more of an _opening _feeling, really. Like a locked door had burst open. _

_Once the Time Lords had given her leave to go, she hadn't mentioned it, until they started to gape at her. Of course, she thought maybe it was because of the ridiculous hat she had to wear, but then... _

_Well, it seemed her hands were glowing blue. _

_Tendrils of sliver-blue energy swirled around her fingertips, making them look icy cold. She thought, for a moment, that it looked familiar, and then she remembered what it was; it was... _

_"Is that _Time _Energy?" one of the overseers asked, wide-eyed, pointing to her hands and turning to the other, older overseer. _

_It was a story, most people thought; no one had seen Time Energy for thousands of years; it was believed it died with the death of Omega, but no one really knew the truth. _

_Vortex energy was slightly more common; precogs and others could learn to wield it, though the precogs always had more luck; it usually killed the others, who were then forced to regenerate._

_Time Energy was said to have appeared when a Time Lord learned to harness the literal power of the in-flux points in time. Points in flux were, obviously, ever changing, so there were infinite possibilities to how they could turn out; harnessing the power of these points could, in theory, give you a limitless supply of energy, which was something much needed in those days. _

_However, no one ever got to the point where the process actually worked, so they went after a different form of energy instead, one that was surprisingly easy to use; the power of a supernova._

_The story went that, after figuring out that they couldn't use flux points for energy, the Time Lords noticed odd, silver-blue energy that converged around the equipment they had used. One of the Time Ladies that had been working with the equipment was pregnant, and later noticed a floating sensation in her stomach that didn't relate to emotion. Once the child was born, it was noted by the nurses that it had large amounts of blue energy swirling around it; not the orange energy that was common with the children of Vortex wielders. _

_So, Zeta looked down, frowned, pointed, and then turned a pillar to dust._

_That, of course, made the overseers call security and drag her out._

* * *

_At 396 years old, she'd graduated four years earlier than she was supposed to. Well, she had skipped four years of schooling at the Academy due to her advanced state in her first year, so it shouldn't have been a big deal, but... _

_When she had opened the door to the dormitory common room, streamers and banners hung from the ceiling, congratulating her on her achievement. Her brother and best friend were there, as well as many other students who had once made fun of her. _

_However, when she arrived home, she was instead greeted by her mother's wails and her father's shouts. When she entered the kitchen, a glass broke beside her mother's head. When her father saw her standing, he targeted her with another glass and harsh words of disapproval. _

_"You're a freak! You've skipped four years! You expect me to _congratulate _you?" The glass crunched on the floor beneath her feet as she tried to step away from her obviously quite angered parent. "You're a Time Lady! You're not supposed to advance; you're to wait and let your brother get the glory!"_

_That did it. _

_"Glory?" she grit her teeth when her back hit the wall. "You think being smart enough to move forward gives a person_ glory_?" _

_"It went to your head, didn't it, it gave you this mad thought that you have power-" _

_Before the Lord President could move any closer, he was blasted back by the same blue energy that she'd discovered three hundred and eighty-eight years ago._

_Something had snapped within her mind; it wasn't the opening sensation she'd had so long ago, it was like something had strained enough against a rope to rip it apart._

_Suddenly, she wasn't her anymore. The meek part of her was pushed back so an angry, powerful thing could move forward. _

_"I think you should learn that I don't lie," she heard herself say, "and that I don't offer forgiveness to those that hurt me and people I care about."_

_Through blurred vision, she watched as her father's body turned to ash. She barely heard her mother's voice calling to her. All she knew then was that she needed to go, and fast._

_Images swirled, and she was in the museum where the Type Forty TARDIS was kept. Then she was inside, looking around at the bright white desktop. She could hear shouts behind her, people who would take her back and force her to live a petty life in a society that was falling apart due to fear of change._

_One touch to the console and she was gone, off to new worlds. _

* * *

_A woman stood on a hilltop overlooking a battlefield, gazing out at the millions of prone robotic forms lying there. Blue Time Energy seeped over the field, checking for signs of activity in the machines and snuffing it out. _

_They were Cybermen; humans with all the humanity taken out of them. The Omniscient felt a rush of sadness sweep through her at that, but brushed it aside in frustration._

_"Warrior, the evacuation was successful; all advanced life is gone from this planet, over," a voice crackled through a communicator on her wrist. _

_"Roger," she called back, "and the indigenous civilization?" _

_"They won't be the same, over." _

_"I suppose their future wasn't fixed, then," she sighed. "By the way, don't call me Warrior, over and out." she clicked off the comm and sat down on the reddish grass that reminded her of home._

_The Cybermen had come to that planet knowing that the life forms that lived there would have a quite different future due to them. They also knew it would work to their advantage... or so they thought. _

_The Omniscient drew all the Time Energy back to her with a small smile, knowing that the Cybermen's invasion would only lead the civilization to a future that fought off the evils that came from other worlds._

_Happily, no one had died in the small war. There were minor injuries, but other than that, they'd won completely. Later there would have to be efforts to destroy the bits and pieces of Cybermen left behind, but she didn't need to be part of it. _

_Grinning to herself, she stood and walked to a large tree behind her, opening a door invisible to anyone else. _

_A few people of the primitive civilization watched as the tree disappeared, babbling to each other in an unintelligible language about the woman who had saved them all. _

* * *

The Professor awoke with a groan, bombarded by a massive headache. The lights in the room came on, though dimly so as not to hurt her eyes. Stars twinkled outside the "window" in the room.

For a moment she forgot where she was; it felt like Gallifrey, it looked like Gallifrey, and it smelled like Gallifrey, but a sound from the TARDIS refreshed her memory, and the background of the window changed abruptly, pixelating into a different planetary sky.

A spike of pain shot through her forehead, making her yelp hold her head, praying to a nonexistent deity for it to go away.

The dreams she'd been having had caused it, she guessed. They were memories that had been suppressed, probably by the High Council when they'd told her that she'd murdered millions of innocents.

A weak chuckle left her mouth; they'd lied, very much so. Yes, she was a murderer, but she'd killed those who meant others harm, it appeared.

"It wasn't Vortex energy, it was Time Energy," she muttered, shaking her head slightly. "I should have known... or remembered."

Grumbling about annoying snotty Time Lords, she threw back the blankets on the large bed and opened the door slowly, finding the winding hallways dark for once. She didn't hear the Doctor's usual tinkering that was more like breaking stuff coming from the console room, nor any music drifting from Rose's room or Mickey's, so she assumed they were all asleep.

She'd given Mickey the tour earlier, finding, to her delight, that his favorite room was the library, which she had refurnished previously. The TARDIS had gladly made a room for him, and he'd immediately gone off to explore the many cabinets in the room, allowing her to go off and rest. She liked Mickey; he was a lot more cautious than Rose, plus they'd had a laugh about the Doctor before. She hoped he'd stay on the TARDIS for a bit, he seemed like a good addition to the team.

Her bare feet made little noise on the cold floor as she drew her robe more tightly around her, noting her slight congestion problems as she sniffled. The TARDIS automatically turned up the heating, making her smile at the box's apparent care for her.

The lights in the kitchen dimmed as she entered, again for her comfort. She gave another sniffle and mumbled about annoying Time Lord-y colds. Water had already boiled for her, and her tea was set up just like she wanted. Steam rose up from the mug when she poured the boiling water in, and she breathed it in gratefully, hoping that it would somewhat clear her sinuses. Once the tea was done steeping, she added milk and sugar and took it to the table, knowing that, though she was still exhausted, there was no way she'd get back to sleep. The kitchen was slowly getting brighter, and soon it was back to normal as she sipped her tea and stared at the wall, occasionally coughing or sniffling.

She didn't even notice when the Doctor walked in, only raising her head when he sat in front of her with his own cup of tea.

"Couldn't sleep?" she asked, grimacing at how strangely low her voice sounded. The Time Lord nodded, yawning and giving her a look.

"Are you sick?"

"Probably," she muttered, lowering her head and breathing in the steam still rising from the tea.

"Do you need to go to the med bay?"

"No," she shook her head, "it's just a cold, I'll be fine."

They sat in silence for a while, the Professor's head repeatedly drooping when she nearly fell asleep. Finally, she gave in and put her cup on the counter.

"I'm going to back to bed," she mumbled, sounding distinctly stuffed up. The Doctor nodded in response, watching her as she left the room, nearly walking into the wall once before finding her way to the door. "Shut up," she muttered to his held back chuckle.

After a minute, he heard a soft "ow" when she apparently ran into a door or door frame, and finally a door clicking shut.

He sat back, pushing the tea away abruptly and running a hand through his hair, making it stick up crazily. What was he going to do about her? They were Ties, so he unconsciously had access to her memories, thoughts, and dreams, and he'd ended up accidentally seeing what she had been dreaming about.

He felt a sick feeling in his stomach when he thought over how her father had shouted at her; he should have _known._ When they were friends at the Academy, she'd always faded into the background of the conversation when they talked about their families. Her brother, the Master, had been pleased to talk about the President, while she always got up and left when the talk went in that direction.

His hair stuck up even more when he ran his hand through it again. They'd grown apart in the last years at the Academy, and then she'd disappeared. He'd never known why, but now he did.

Even worse; after she killed her father to save her mother and herself, they'd brought him back so he could lead during the Time War. Worse still, he'd killed her brother, her only piece of family left when she returned for her exile, and hadn't thought to even contact her and explain to her what had happened.

He sighed again.

He really needed to do something about this Tie thing.

* * *

Rose wanted a day to visit her mum, which the Professor agreed to happily, needing some time to wait out her cold. Once they'd dropped off Rose and Mickey, the Doctor walked around London a bit, leaving the Time Lady to her own devices. When he returned to the TARDIS, he found her in the library, curled up like a cat next to the fire, a hardcover book in her hands, glasses lying beside her, apparently unused.

He sat beside her, putting two cups of tea down on the coffee table in front of the couch. The Time Lady mumbled a hello, sneezed, and groaned, shuffling around until she could rest her head on his shoulder, forgetting the book.

"I absolutely despise being ill," she griped in her stuffed up voice, unconsciously nuzzling into the crook of his neck, smiling as he wrapped an arm around her waist and checked her forehead with the back of his hand.

"Well, your forehead is quite warm. It'll have to be another couple of days before you go out on an adventure again," he remarked, realizing absently how they must look together, but not really caring. Once he took his hand away, he kissed her forehead automatically, unaware of being watched by Rose and Mickey, who had just taken a break from Jackie Tyler to check on the Professor themselves. Mickey dragged Rose away from the door to the library, saying that the two Time Lords needed some time alone.

"I want to make cupcakes soon," she murmured,

"But... well... you're..." the Time Lady looked up at him, challenging him to say what he was thinking. "Of course! You're a... a _great _cook!" she laughed, and he noticed, happily, that it didn't turn into a coughing fit.

"No, I'm an awful cook, I know that... or at least I _used _to be," quite honestly, she'd made a rather large mess of many kitchens in her lifetime. "I haven't been in front of a mixing bowl in years, so we'll see."

They sat in comfortable silence, the TARDIS humming in the background, wishing she had a conscious voice so she could speak her mind properly- the Professor knew that the box would probably warn her not to get the kitchen covered in flour again. Once, when she was about six, she had been baking a cake with her mother in that particular TARDIS before it had gotten sent to the museum. When she had been left alone with the flour, she wanted to see if it had any chemical properties or even tasted nice, and ended up somehow getting the walls and ceiling covered with the white cooking powder. Her mother had come back in, seen her flour-covered hair, and laughed until the Professor had pouted.

"The other day... that energy..." the Doctor pulled her out of her thoughts, and also made her see that she was having a rather bad habit of playing with his hair quite often.

"It's Time Energy," she answered his unsaid question, continuing to play with his hair. "You know how the Master got that drumming in his head from the Untempered Schism?"

It was funny, to him; whenever she mentioned her brother along with the traits that were applied to his insanity, she called him the Master. But, whenever she mentioned him fondly or in passing memory, she called him by his real name. He nodded, secretly glad that she hadn't pulled her hand away yet.

"Well, instead of going mad, like he did, or getting the pounding of drums in my head, I got this," she held up her hand, showing the crackling, white-blue energy that covered it, "along with a... well, kind of a split personality. Not really, but..."

"It split your traits into two," he elaborated, nodding along, "and emphasized it, giving you, the real you, some of it back. That's the Omniscient, right?"

"Yes, but..." she sighed. "It used to be _so _unstable. I always knew I had a darkness in me, and I knew it was my own, but... it didn't feel like _me. _I couldn't ever predict when it was going to show itself. But now, now it feels like me." she smiled a bit. "I've finally learned to accept it and control it, instead of fighting it and making it seem like a totally different person."

"So, before your exile, that part took over?" she nodded. "It came out after you were initiated into the Council, and even more after you graduated." again, she nodded. "You..."

"I killed my father, yes," she looked away. "I don't regret it, not at all. He would have killed me, and my mother. It was time for him to go. I didn't kill him because I was unstable; I killed him because I knew it was time."

"Then you ran."

"Then I ran," she confirmed, sighing. "It probably wasn't right, but..." she sat up, keeping her hand where it was, but giving him a pleading look. "I did _so _much! All this time, I thought I'd just killed people, I thought I'd turned into my father, but I saved so many worlds! It wasn't time lost, it was time given!"

"You don't need to try to convince me of anything," he said, chuckling. "I know you would never do anything to harm anyone innocent."

"I know, it's just..." she frowned. "I still have to convince myself sometimes. The Council took away my memories, so sometimes I wonder if the ones I seem to be remembering are even real."

"Oi," he pulled away, holding her hands in his for a moment. "They're real, they _are__._ Don't ever think that you would have killed people."

"I know, I know. But, there are things I don't remember, and it really bothers me. And... well..." she chewed on the inside of her lip, "no, I probably shouldn't say anything," she murmured, mostly to herself.

"It's all right, if you don't want to talk about it..."

"Thanks," she let out a breath of relief.

"But..." now she gave a whispered 'uh oh', "if you don't mind telling me, who was this Scott you talked about before?" her face paled visibly, and he tried to take it back.

"No, no, it's okay, really. Well," the Time Lady wrung her hands in her lap, "he was a human that I traveled with for some time... I... er..." she blushed. "We were... well, sort of... kind of... really badly in love. I nearly gave up everything for him, and the consequence was his death." she grimaced. "I hope that wasn't too forward of me; it was a bad time and I don't really like talking about it because it was really stupid of me..."

"Blimey, no, I mean..." he winced and ran a hand through his hair. "I was just wondering about it. You told Rose about him?"

"Yeah," she crinkled her nose, "she needed to see that humans and Time Lords don't really fit together in the romantic sense."

"Why's that?"

She gave him a look and rolled her eyes, "You are so incredibly oblivious, aren't you?" when he just continued to stare, she groaned. "Look, you need to figure it out for yourself, okay?" in an instant, she was off the couch and stretching. "Anyway, I'm going to wander around a bit, while you mull it over."

"Mull it over...?"

"Why would Rose need to know that a human and a Time Lord aren't a good combination?" she elaborated, rolling her eyes again. "Think about it."

After a few seconds, he grimaced. "Oh."

"Yeah, 'oh'. Don't worry about it," she patted his shoulder, "she's come 'round, I think." she turned around to leave, but he stopped her with a hand.

"Did you tell her that-"

"That you might return her feelings?" she smiled. "I had to. How else to get her to see the similarities between my relationship with Scott and your relationship with her?" she plucked his hand off her sweater.

"You're not going to help me?"

She laughed, "With what? There's not much left, except dealing with the awkwardness, so no, I won't help you."

With that, she was gone, leaving him to thank himself for not slipping up and saying something that he really didn't want to say. Her glasses lay on the couch still, so he folded them up and placed them on the coffee table.

Every time he talked to her, he completely forgot about the Tie issue, completely forgot about Rose, Mickey, about their adventures... the only thing there was _her. _He had been wanting to confront her and admit that they were Ties, that she didn't know it, but whenever he would try to bring it up, his mind would go blank with fear. What if she didn't want to be Ties? What if she didn't care for him in that way? What if she just wanted to be Tied as friends? He didn't know if he could handle that particular thought; sure, being a friend was intimate, but not nearly as intimate as being a proper, romantic Tie.

Well, at least he knew now that if he and the Professor managed to Tie, Rose wouldn't be jealous. Hopefully.

* * *

**A/N: Well, that took me a hell of a long time, didn't it? Sorry for the wait- I had a mild bit of complete lack of motivation. I don't have much to say here, but if you could review, that'd be great!**

**Anyway, thanks to those who have followed, reviewed, and added this story to their favorites!**


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